0000100517-23-000048.txt : 20230216 0000100517-23-000048.hdr.sgml : 20230216 20230216172738 ACCESSION NUMBER: 0000100517-23-000048 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 182 CONFORMED PERIOD OF REPORT: 20221231 FILED AS OF DATE: 20230216 DATE AS OF CHANGE: 20230216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: United Airlines Holdings, Inc. CENTRAL INDEX KEY: 0000100517 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 362675207 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06033 FILM NUMBER: 23639491 BUSINESS ADDRESS: STREET 1: E. ANNA HA - WHQLD STREET 2: 233 SOUTH WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 872-825-4000 MAIL ADDRESS: STREET 1: E. ANNA HA - WHQLD STREET 2: 233 SOUTH WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: United Continental Holdings, Inc. DATE OF NAME CHANGE: 20100930 FORMER COMPANY: FORMER CONFORMED NAME: UAL CORP /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ALLEGIS CORP DATE OF NAME CHANGE: 19880613 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED AIRLINES, INC. CENTRAL INDEX KEY: 0000319687 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 742099724 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10323 FILM NUMBER: 23639492 BUSINESS ADDRESS: STREET 1: 233 SOUTH WACKER DRIVE 11TH FL WHQLD CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 872-825-4000 MAIL ADDRESS: STREET 1: 233 SOUTH WACKER DRIVE 11TH FL WHQLD CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: CONTINENTAL AIRLINES, INC. DATE OF NAME CHANGE: 20130212 FORMER COMPANY: FORMER CONFORMED NAME: CONTINENTAL AIRLINES INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PEOPLE EXPRESS AIRLINES INC DATE OF NAME CHANGE: 19890726 10-K 1 ual-20221231.htm 10-K ual-20221231
FYfalse202200001005170000319687http://fasb.org/us-gaap/2022#AccountingStandardsUpdate201613Memberhttp://fasb.org/us-gaap/2022#AccountingStandardsUpdate201613MemberP1Yhttp://fasb.org/us-gaap/2022#RestructuringSettlementAndImpairmentProvisionshttp://fasb.org/us-gaap/2022#RestructuringSettlementAndImpairmentProvisions00001005172022-01-012022-12-310000100517ual:UnitedAirLinesIncMember2022-01-012022-12-310000100517us-gaap:CommonStockMember2022-01-012022-12-310000100517us-gaap:WarrantMember2022-01-012022-12-3100001005172022-06-30iso4217:USD00001005172023-02-09xbrli:shares0000100517ual:UnitedAirLinesIncMember2023-02-090000100517us-gaap:DomesticCountryMember2022-12-310000100517us-gaap:PassengerMember2022-01-012022-12-310000100517us-gaap:PassengerMember2021-01-012021-12-310000100517us-gaap:PassengerMember2020-01-012020-12-310000100517us-gaap:CargoAndFreightMember2022-01-012022-12-310000100517us-gaap:CargoAndFreightMember2021-01-012021-12-310000100517us-gaap:CargoAndFreightMember2020-01-012020-12-310000100517us-gaap:ProductAndServiceOtherMember2022-01-012022-12-310000100517us-gaap:ProductAndServiceOtherMember2021-01-012021-12-310000100517us-gaap:ProductAndServiceOtherMember2020-01-012020-12-3100001005172021-01-012021-12-3100001005172020-01-012020-12-31iso4217:USDxbrli:shares00001005172022-12-3100001005172021-12-3100001005172020-12-3100001005172019-12-310000100517us-gaap:CommonStockMember2019-12-310000100517us-gaap:AdditionalPaidInCapitalMember2019-12-310000100517us-gaap:TreasuryStockMember2019-12-310000100517us-gaap:RetainedEarningsMember2019-12-310000100517us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-310000100517us-gaap:RetainedEarningsMember2020-01-012020-12-310000100517us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-01-012020-12-310000100517us-gaap:AdditionalPaidInCapitalMember2020-01-012020-12-310000100517us-gaap:CommonStockMember2020-01-012020-12-310000100517us-gaap:TreasuryStockMember2020-01-012020-12-3100001005172019-01-012019-12-310000100517us-gaap:RetainedEarningsMembersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2019-12-310000100517srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2019-12-310000100517us-gaap:CommonStockMember2020-12-310000100517us-gaap:AdditionalPaidInCapitalMember2020-12-310000100517us-gaap:TreasuryStockMember2020-12-310000100517us-gaap:RetainedEarningsMember2020-12-310000100517us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-310000100517us-gaap:RetainedEarningsMember2021-01-012021-12-310000100517us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-01-012021-12-310000100517us-gaap:AdditionalPaidInCapitalMember2021-01-012021-12-310000100517us-gaap:CommonStockMember2021-01-012021-12-310000100517us-gaap:TreasuryStockMember2021-01-012021-12-310000100517us-gaap:CommonStockMember2021-12-310000100517us-gaap:AdditionalPaidInCapitalMember2021-12-310000100517us-gaap:TreasuryStockMember2021-12-310000100517us-gaap:RetainedEarningsMember2021-12-310000100517us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-310000100517us-gaap:RetainedEarningsMember2022-01-012022-12-310000100517us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-01-012022-12-310000100517us-gaap:AdditionalPaidInCapitalMember2022-01-012022-12-310000100517us-gaap:CommonStockMember2022-01-012022-12-310000100517us-gaap:TreasuryStockMember2022-01-012022-12-310000100517us-gaap:CommonStockMember2022-12-310000100517us-gaap:AdditionalPaidInCapitalMember2022-12-310000100517us-gaap:TreasuryStockMember2022-12-310000100517us-gaap:RetainedEarningsMember2022-12-310000100517us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310000100517ual:UnitedAirLinesIncMemberus-gaap:PassengerMember2022-01-012022-12-310000100517ual:UnitedAirLinesIncMemberus-gaap:PassengerMember2021-01-012021-12-310000100517ual:UnitedAirLinesIncMemberus-gaap:PassengerMember2020-01-012020-12-310000100517ual:UnitedAirLinesIncMemberus-gaap:CargoAndFreightMember2022-01-012022-12-310000100517ual:UnitedAirLinesIncMemberus-gaap:CargoAndFreightMember2021-01-012021-12-310000100517ual:UnitedAirLinesIncMemberus-gaap:CargoAndFreightMember2020-01-012020-12-310000100517us-gaap:ProductAndServiceOtherMemberual:UnitedAirLinesIncMember2022-01-012022-12-310000100517us-gaap:ProductAndServiceOtherMemberual:UnitedAirLinesIncMember2021-01-012021-12-310000100517us-gaap:ProductAndServiceOtherMemberual:UnitedAirLinesIncMember2020-01-012020-12-310000100517ual:UnitedAirLinesIncMember2021-01-012021-12-310000100517ual:UnitedAirLinesIncMember2020-01-012020-12-310000100517ual:UnitedAirLinesIncMember2022-12-310000100517ual:UnitedAirLinesIncMember2021-12-310000100517ual:UnitedAirLinesIncMember2020-12-310000100517ual:UnitedAirLinesIncMember2019-12-310000100517ual:UnitedAirLinesIncMemberus-gaap:AdditionalPaidInCapitalMember2019-12-310000100517us-gaap:RetainedEarningsMemberual:UnitedAirLinesIncMember2019-12-310000100517us-gaap:AccumulatedOtherComprehensiveIncomeMemberual:UnitedAirLinesIncMember2019-12-310000100517us-gaap:ReceivablesFromStockholderMemberual:UnitedAirLinesIncMember2019-12-310000100517us-gaap:RetainedEarningsMemberual:UnitedAirLinesIncMember2020-01-012020-12-310000100517us-gaap:AccumulatedOtherComprehensiveIncomeMemberual:UnitedAirLinesIncMember2020-01-012020-12-310000100517ual:UnitedAirLinesIncMemberus-gaap:AdditionalPaidInCapitalMember2020-01-012020-12-310000100517ual:UnitedAirLinesIncMember2019-01-012019-12-310000100517us-gaap:RetainedEarningsMemberual:UnitedAirLinesIncMembersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2019-12-310000100517ual:UnitedAirLinesIncMembersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2019-12-310000100517us-gaap:ReceivablesFromStockholderMemberual:UnitedAirLinesIncMember2020-01-012020-12-310000100517ual:UnitedAirLinesIncMemberus-gaap:AdditionalPaidInCapitalMember2020-12-310000100517us-gaap:RetainedEarningsMemberual:UnitedAirLinesIncMember2020-12-310000100517us-gaap:AccumulatedOtherComprehensiveIncomeMemberual:UnitedAirLinesIncMember2020-12-310000100517us-gaap:ReceivablesFromStockholderMemberual:UnitedAirLinesIncMember2020-12-310000100517us-gaap:RetainedEarningsMemberual:UnitedAirLinesIncMember2021-01-012021-12-310000100517us-gaap:AccumulatedOtherComprehensiveIncomeMemberual:UnitedAirLinesIncMember2021-01-012021-12-310000100517ual:UnitedAirLinesIncMemberus-gaap:AdditionalPaidInCapitalMember2021-01-012021-12-310000100517us-gaap:ReceivablesFromStockholderMemberual:UnitedAirLinesIncMember2021-01-012021-12-310000100517ual:UnitedAirLinesIncMemberus-gaap:AdditionalPaidInCapitalMember2021-12-310000100517us-gaap:RetainedEarningsMemberual:UnitedAirLinesIncMember2021-12-310000100517us-gaap:AccumulatedOtherComprehensiveIncomeMemberual:UnitedAirLinesIncMember2021-12-310000100517us-gaap:ReceivablesFromStockholderMemberual:UnitedAirLinesIncMember2021-12-310000100517us-gaap:RetainedEarningsMemberual:UnitedAirLinesIncMember2022-01-012022-12-310000100517us-gaap:AccumulatedOtherComprehensiveIncomeMemberual:UnitedAirLinesIncMember2022-01-012022-12-310000100517ual:UnitedAirLinesIncMemberus-gaap:AdditionalPaidInCapitalMember2022-01-012022-12-310000100517us-gaap:ReceivablesFromStockholderMemberual:UnitedAirLinesIncMember2022-01-012022-12-310000100517ual:UnitedAirLinesIncMemberus-gaap:AdditionalPaidInCapitalMember2022-12-310000100517us-gaap:RetainedEarningsMemberual:UnitedAirLinesIncMember2022-12-310000100517us-gaap:AccumulatedOtherComprehensiveIncomeMemberual:UnitedAirLinesIncMember2022-12-310000100517us-gaap:ReceivablesFromStockholderMemberual:UnitedAirLinesIncMember2022-12-310000100517ual:AdvanceTicketSalesMember2022-01-012022-12-310000100517ual:AdvanceTicketSalesMember2021-01-012021-12-310000100517ual:AdvanceTicketSalesMember2020-01-012020-12-31ual:segment0000100517us-gaap:DomesticDestinationMember2022-01-012022-12-310000100517us-gaap:DomesticDestinationMember2021-01-012021-12-310000100517us-gaap:DomesticDestinationMember2020-01-012020-12-310000100517us-gaap:AtlanticDestinationMember2022-01-012022-12-310000100517us-gaap:AtlanticDestinationMember2021-01-012021-12-310000100517us-gaap:AtlanticDestinationMember2020-01-012020-12-310000100517us-gaap:PacificDestinationMember2022-01-012022-12-310000100517us-gaap:PacificDestinationMember2021-01-012021-12-310000100517us-gaap:PacificDestinationMember2020-01-012020-12-310000100517us-gaap:LatinAmericaDestinationMember2022-01-012022-12-310000100517us-gaap:LatinAmericaDestinationMember2021-01-012021-12-310000100517us-gaap:LatinAmericaDestinationMember2020-01-012020-12-310000100517ual:PassengerAncillaryFeesMember2022-01-012022-12-310000100517ual:PassengerAncillaryFeesMember2021-01-012021-12-310000100517ual:PassengerAncillaryFeesMember2020-01-012020-12-310000100517srt:MinimumMember2022-01-012022-12-310000100517srt:MaximumMember2022-01-012022-12-310000100517ual:FrequentFlyerProgramMember2021-12-310000100517ual:FrequentFlyerProgramMember2020-12-310000100517ual:FrequentFlyerProgramMember2022-01-012022-12-310000100517ual:FrequentFlyerProgramMember2021-01-012021-12-310000100517ual:FrequentFlyerProgramMember2022-12-310000100517ual:ChaseAndOtherPartnerAgreementsMemberus-gaap:ProductAndServiceOtherMember2022-01-012022-12-310000100517ual:ChaseAndOtherPartnerAgreementsMemberus-gaap:ProductAndServiceOtherMember2021-01-012021-12-310000100517ual:ChaseAndOtherPartnerAgreementsMemberus-gaap:ProductAndServiceOtherMember2020-01-012020-12-310000100517ual:AircraftAndRelatedRotablePartsMembersrt:MinimumMember2022-01-012022-12-310000100517srt:MaximumMemberual:AircraftAndRelatedRotablePartsMember2022-01-012022-12-310000100517ual:AircraftSeatsMembersrt:MinimumMember2022-01-012022-12-310000100517srt:MaximumMemberual:AircraftSeatsMember2022-01-012022-12-310000100517us-gaap:BuildingMembersrt:MinimumMember2022-01-012022-12-310000100517srt:MaximumMemberus-gaap:BuildingMember2022-01-012022-12-310000100517us-gaap:OtherCapitalizedPropertyPlantAndEquipmentMembersrt:MinimumMember2022-01-012022-12-310000100517us-gaap:OtherCapitalizedPropertyPlantAndEquipmentMembersrt:MaximumMember2022-01-012022-12-310000100517us-gaap:SoftwareAndSoftwareDevelopmentCostsMembersrt:MinimumMember2022-01-012022-12-310000100517us-gaap:SoftwareAndSoftwareDevelopmentCostsMembersrt:MaximumMember2022-01-012022-12-310000100517us-gaap:BuildingImprovementsMembersrt:MinimumMember2022-01-012022-12-310000100517srt:MaximumMemberus-gaap:BuildingImprovementsMember2022-01-012022-12-310000100517us-gaap:SoftwareAndSoftwareDevelopmentCostsMember2022-01-012022-12-310000100517us-gaap:SoftwareAndSoftwareDevelopmentCostsMember2021-01-012021-12-310000100517us-gaap:SoftwareAndSoftwareDevelopmentCostsMember2020-01-012020-12-310000100517ual:RouteAuthoritiesMember2022-12-310000100517ual:RouteAuthoritiesMember2021-12-310000100517ual:AirportSlotsAndGatesIndefiniteLivedMember2022-12-310000100517ual:AirportSlotsAndGatesIndefiniteLivedMember2021-12-310000100517ual:TradenamesAndLogosMember2022-12-310000100517ual:TradenamesAndLogosMember2021-12-310000100517ual:AlliancesMember2022-12-310000100517ual:AlliancesMember2021-12-310000100517ual:FrequentFlyerDatabaseMember2022-12-310000100517ual:FrequentFlyerDatabaseMember2021-12-310000100517ual:HubsMember2022-12-310000100517ual:HubsMember2021-12-310000100517ual:ContractsMember2022-12-310000100517ual:ContractsMember2021-12-310000100517us-gaap:OtherIntangibleAssetsMember2022-12-310000100517us-gaap:OtherIntangibleAssetsMember2021-12-310000100517ual:PayrollSupportProgram1PSP1WarrantsMember2022-12-310000100517ual:CARESActWarrantsMember2022-12-310000100517ual:PayrollSupportProgram2PSP2WarrantsMember2022-12-310000100517ual:PayrollSupportProgram3PSP3WarrantsMember2022-12-310000100517ual:A2021ATMOfferingMember2021-03-310000100517ual:A2021ATMOfferingMember2021-01-012021-12-310000100517ual:A2021ATMOfferingMember2021-12-310000100517us-gaap:WarrantMember2022-01-012022-12-310000100517us-gaap:WarrantMember2021-01-012021-12-310000100517us-gaap:WarrantMember2020-01-012020-12-310000100517us-gaap:StockCompensationPlanMember2022-01-012022-12-310000100517us-gaap:StockCompensationPlanMember2021-01-012021-12-310000100517us-gaap:StockCompensationPlanMember2020-01-012020-12-310000100517us-gaap:RestrictedStockUnitsRSUMember2022-01-012022-12-310000100517ual:TimeVestedRestrictedStockUnitsRSUsMember2022-01-012022-12-310000100517ual:PerformanceBasedRestrictedStockUnitsRSUsMember2022-01-012022-12-310000100517us-gaap:RestrictedStockUnitsRSUMember2021-01-012021-12-310000100517us-gaap:RestrictedStockUnitsRSUMember2020-01-012020-12-310000100517us-gaap:EmployeeStockOptionMember2022-01-012022-12-310000100517us-gaap:EmployeeStockOptionMember2021-01-012021-12-310000100517us-gaap:EmployeeStockOptionMember2020-01-012020-12-310000100517us-gaap:RestrictedStockUnitsRSUMember2022-12-310000100517us-gaap:EmployeeStockOptionMember2022-12-310000100517ual:RestrictedStockUnitsRSUsLiabilityAwardsMember2019-12-310000100517ual:RestrictedStockUnitsRSUsEquityAwardsMember2019-12-310000100517ual:RestrictedStockUnitsRSUsLiabilityAwardsMember2020-01-012020-12-310000100517ual:RestrictedStockUnitsRSUsEquityAwardsMember2020-01-012020-12-310000100517ual:RestrictedStockUnitsRSUsLiabilityAwardsMember2020-12-310000100517ual:RestrictedStockUnitsRSUsEquityAwardsMember2020-12-310000100517ual:RestrictedStockUnitsRSUsLiabilityAwardsMember2021-01-012021-12-310000100517ual:RestrictedStockUnitsRSUsEquityAwardsMember2021-01-012021-12-310000100517ual:RestrictedStockUnitsRSUsLiabilityAwardsMember2021-12-310000100517ual:RestrictedStockUnitsRSUsEquityAwardsMember2021-12-310000100517ual:RestrictedStockUnitsRSUsLiabilityAwardsMember2022-01-012022-12-310000100517ual:RestrictedStockUnitsRSUsEquityAwardsMember2022-01-012022-12-310000100517ual:RestrictedStockUnitsRSUsLiabilityAwardsMember2022-12-310000100517ual:RestrictedStockUnitsRSUsEquityAwardsMember2022-12-310000100517us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2019-12-310000100517us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2019-12-310000100517us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2020-01-012020-12-310000100517us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2020-01-012020-12-310000100517us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2020-12-310000100517us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2020-12-310000100517us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2021-01-012021-12-310000100517us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2021-01-012021-12-310000100517us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2021-12-310000100517us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2021-12-310000100517us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2022-01-012022-12-310000100517us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2022-01-012022-12-310000100517us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2022-12-310000100517us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2022-12-310000100517ual:UnitedAirLinesIncMemberus-gaap:DomesticCountryMember2022-12-310000100517ual:UnitedAirLinesIncMemberus-gaap:DomesticCountryMemberual:NetOperatingLossCarryForwardExpirationYear2026Member2022-12-310000100517ual:UnitedAirLinesIncMemberus-gaap:DomesticCountryMemberual:NetOperatingLossCarryForwardExpirationYear2028Member2022-12-310000100517ual:UnitedAirLinesIncMemberus-gaap:DomesticCountryMemberual:NetOperatingLossCarryForwardExpirationYear2029Member2022-12-310000100517ual:NetOperatingLossCarryForwardExpirationYear2032Memberual:UnitedAirLinesIncMemberus-gaap:DomesticCountryMember2022-12-310000100517ual:NetOperatingLossCarryForwardExpirationYear2033Memberual:UnitedAirLinesIncMemberus-gaap:DomesticCountryMember2022-12-310000100517ual:UnitedAirLinesIncMemberus-gaap:StateAndLocalJurisdictionMember2022-12-310000100517ual:UnitedAirLinesIncMemberus-gaap:StateAndLocalJurisdictionMembersrt:MinimumMember2022-01-012022-12-310000100517ual:UnitedAirLinesIncMembersrt:MaximumMemberus-gaap:StateAndLocalJurisdictionMember2022-01-012022-12-310000100517us-gaap:DomesticCountryMembersrt:MinimumMember2022-01-012022-12-310000100517us-gaap:DomesticCountryMembersrt:MaximumMember2022-01-012022-12-310000100517us-gaap:StateAndLocalJurisdictionMember2022-12-310000100517us-gaap:StateAndLocalJurisdictionMembersrt:MinimumMember2022-01-012022-12-310000100517srt:MaximumMemberus-gaap:StateAndLocalJurisdictionMember2022-01-012022-12-31ual:plan0000100517ual:FullTimeEmployeesMemberual:VoluntarySeparationLeaveVSLProgramsMemberus-gaap:EmployeeSeveranceMember2021-01-012021-03-310000100517ual:VoluntarySeparationLeaveVSLProgramsMemberual:PartTimeEmployeesMemberus-gaap:EmployeeSeveranceMember2021-01-012021-03-310000100517us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2021-01-012021-12-310000100517us-gaap:PensionPlansDefinedBenefitMember2020-01-012020-12-310000100517us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2020-01-012020-12-310000100517us-gaap:PensionPlansDefinedBenefitMember2022-12-310000100517us-gaap:PensionPlansDefinedBenefitMember2021-12-310000100517us-gaap:PensionPlansDefinedBenefitMember2020-12-310000100517us-gaap:PensionPlansDefinedBenefitMember2022-01-012022-12-310000100517us-gaap:PensionPlansDefinedBenefitMember2021-01-012021-12-310000100517us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2021-12-310000100517us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2020-12-310000100517us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2022-01-012022-12-310000100517us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2022-12-310000100517us-gaap:PensionPlansDefinedBenefitMembersrt:ScenarioForecastMember2023-01-012023-12-310000100517srt:ScenarioForecastMemberus-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2023-01-012023-12-31xbrli:pure0000100517ual:UnitedAirLinesIncMemberus-gaap:DefinedBenefitPlanEquitySecuritiesMembersrt:MinimumMember2022-12-310000100517ual:UnitedAirLinesIncMembersrt:MaximumMemberus-gaap:DefinedBenefitPlanEquitySecuritiesMember2022-12-310000100517ual:UnitedAirLinesIncMemberus-gaap:DefinedBenefitPlanEquitySecuritiesMember2022-01-012022-12-310000100517us-gaap:FixedIncomeFundsMemberual:UnitedAirLinesIncMembersrt:MinimumMember2022-12-310000100517us-gaap:FixedIncomeFundsMemberual:UnitedAirLinesIncMembersrt:MaximumMember2022-12-310000100517ual:AlternativeMemberual:UnitedAirLinesIncMember2022-01-012022-12-310000100517ual:AlternativeMemberual:UnitedAirLinesIncMembersrt:MinimumMember2022-12-310000100517ual:AlternativeMemberual:UnitedAirLinesIncMembersrt:MaximumMember2022-12-310000100517us-gaap:FixedIncomeFundsMemberual:UnitedAirLinesIncMember2022-01-012022-12-310000100517us-gaap:PensionPlansDefinedBenefitMemberus-gaap:DefinedBenefitPlanEquitySecuritiesMember2022-12-310000100517us-gaap:FairValueInputsLevel1Memberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:DefinedBenefitPlanEquitySecuritiesMember2022-12-310000100517us-gaap:FairValueInputsLevel2Memberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:DefinedBenefitPlanEquitySecuritiesMember2022-12-310000100517us-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel3Memberus-gaap:DefinedBenefitPlanEquitySecuritiesMember2022-12-310000100517us-gaap:PensionPlansDefinedBenefitMemberus-gaap:DefinedBenefitPlanEquitySecuritiesMemberus-gaap:FairValueMeasuredAtNetAssetValuePerShareMember2022-12-310000100517us-gaap:PensionPlansDefinedBenefitMemberus-gaap:DefinedBenefitPlanEquitySecuritiesMember2021-12-310000100517us-gaap:FairValueInputsLevel1Memberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:DefinedBenefitPlanEquitySecuritiesMember2021-12-310000100517us-gaap:FairValueInputsLevel2Memberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:DefinedBenefitPlanEquitySecuritiesMember2021-12-310000100517us-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel3Memberus-gaap:DefinedBenefitPlanEquitySecuritiesMember2021-12-310000100517us-gaap:PensionPlansDefinedBenefitMemberus-gaap:DefinedBenefitPlanEquitySecuritiesMemberus-gaap:FairValueMeasuredAtNetAssetValuePerShareMember2021-12-310000100517us-gaap:FixedIncomeFundsMemberus-gaap:PensionPlansDefinedBenefitMember2022-12-310000100517us-gaap:FairValueInputsLevel1Memberus-gaap:FixedIncomeFundsMemberus-gaap:PensionPlansDefinedBenefitMember2022-12-310000100517us-gaap:FairValueInputsLevel2Memberus-gaap:FixedIncomeFundsMemberus-gaap:PensionPlansDefinedBenefitMember2022-12-310000100517us-gaap:FixedIncomeFundsMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel3Member2022-12-310000100517us-gaap:FixedIncomeFundsMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueMeasuredAtNetAssetValuePerShareMember2022-12-310000100517us-gaap:FixedIncomeFundsMemberus-gaap:PensionPlansDefinedBenefitMember2021-12-310000100517us-gaap:FairValueInputsLevel1Memberus-gaap:FixedIncomeFundsMemberus-gaap:PensionPlansDefinedBenefitMember2021-12-310000100517us-gaap:FairValueInputsLevel2Memberus-gaap:FixedIncomeFundsMemberus-gaap:PensionPlansDefinedBenefitMember2021-12-310000100517us-gaap:FixedIncomeFundsMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel3Member2021-12-310000100517us-gaap:FixedIncomeFundsMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueMeasuredAtNetAssetValuePerShareMember2021-12-310000100517ual:AlternativeMemberus-gaap:PensionPlansDefinedBenefitMember2022-12-310000100517ual:AlternativeMemberus-gaap:FairValueInputsLevel1Memberus-gaap:PensionPlansDefinedBenefitMember2022-12-310000100517us-gaap:FairValueInputsLevel2Memberual:AlternativeMemberus-gaap:PensionPlansDefinedBenefitMember2022-12-310000100517ual:AlternativeMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel3Member2022-12-310000100517ual:AlternativeMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueMeasuredAtNetAssetValuePerShareMember2022-12-310000100517ual:AlternativeMemberus-gaap:PensionPlansDefinedBenefitMember2021-12-310000100517ual:AlternativeMemberus-gaap:FairValueInputsLevel1Memberus-gaap:PensionPlansDefinedBenefitMember2021-12-310000100517us-gaap:FairValueInputsLevel2Memberual:AlternativeMemberus-gaap:PensionPlansDefinedBenefitMember2021-12-310000100517ual:AlternativeMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel3Member2021-12-310000100517ual:AlternativeMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueMeasuredAtNetAssetValuePerShareMember2021-12-310000100517us-gaap:PensionPlansDefinedBenefitMemberus-gaap:OtherInvestmentsMember2022-12-310000100517us-gaap:FairValueInputsLevel1Memberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:OtherInvestmentsMember2022-12-310000100517us-gaap:FairValueInputsLevel2Memberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:OtherInvestmentsMember2022-12-310000100517us-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel3Memberus-gaap:OtherInvestmentsMember2022-12-310000100517us-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueMeasuredAtNetAssetValuePerShareMemberus-gaap:OtherInvestmentsMember2022-12-310000100517us-gaap:PensionPlansDefinedBenefitMemberus-gaap:OtherInvestmentsMember2021-12-310000100517us-gaap:FairValueInputsLevel1Memberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:OtherInvestmentsMember2021-12-310000100517us-gaap:FairValueInputsLevel2Memberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:OtherInvestmentsMember2021-12-310000100517us-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel3Memberus-gaap:OtherInvestmentsMember2021-12-310000100517us-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueMeasuredAtNetAssetValuePerShareMemberus-gaap:OtherInvestmentsMember2021-12-310000100517us-gaap:FairValueInputsLevel1Memberus-gaap:PensionPlansDefinedBenefitMember2022-12-310000100517us-gaap:FairValueInputsLevel2Memberus-gaap:PensionPlansDefinedBenefitMember2022-12-310000100517us-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel3Member2022-12-310000100517us-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueMeasuredAtNetAssetValuePerShareMember2022-12-310000100517us-gaap:FairValueInputsLevel1Memberus-gaap:PensionPlansDefinedBenefitMember2021-12-310000100517us-gaap:FairValueInputsLevel2Memberus-gaap:PensionPlansDefinedBenefitMember2021-12-310000100517us-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel3Member2021-12-310000100517us-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueMeasuredAtNetAssetValuePerShareMember2021-12-310000100517us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMemberual:DepositAdministrationFundMember2022-12-310000100517us-gaap:FairValueInputsLevel1Memberus-gaap:OtherPostretirementBenefitPlansDefinedBenefitMemberual:DepositAdministrationFundMember2022-12-310000100517us-gaap:FairValueInputsLevel2Memberus-gaap:OtherPostretirementBenefitPlansDefinedBenefitMemberual:DepositAdministrationFundMember2022-12-310000100517us-gaap:FairValueInputsLevel3Memberus-gaap:OtherPostretirementBenefitPlansDefinedBenefitMemberual:DepositAdministrationFundMember2022-12-310000100517us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMemberual:DepositAdministrationFundMemberus-gaap:FairValueMeasuredAtNetAssetValuePerShareMember2022-12-310000100517us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMemberual:DepositAdministrationFundMember2021-12-310000100517us-gaap:FairValueInputsLevel1Memberus-gaap:OtherPostretirementBenefitPlansDefinedBenefitMemberual:DepositAdministrationFundMember2021-12-310000100517us-gaap:FairValueInputsLevel2Memberus-gaap:OtherPostretirementBenefitPlansDefinedBenefitMemberual:DepositAdministrationFundMember2021-12-310000100517us-gaap:FairValueInputsLevel3Memberus-gaap:OtherPostretirementBenefitPlansDefinedBenefitMemberual:DepositAdministrationFundMember2021-12-310000100517us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMemberual:DepositAdministrationFundMemberus-gaap:FairValueMeasuredAtNetAssetValuePerShareMember2021-12-310000100517us-gaap:FairValueInputsLevel3Member2021-12-310000100517us-gaap:FairValueInputsLevel3Member2020-12-310000100517us-gaap:FairValueInputsLevel3Member2022-01-012022-12-310000100517us-gaap:FairValueInputsLevel3Member2021-01-012021-12-310000100517us-gaap:FairValueInputsLevel3Member2022-12-310000100517ual:UnitedAirLinesIncMembersrt:MinimumMember2022-01-012022-12-310000100517ual:UnitedAirLinesIncMembersrt:MaximumMember2022-01-012022-12-310000100517ual:InternationalAssociationOfMachinistsNationalPensionPlanMember2021-01-012021-12-310000100517ual:InternationalAssociationOfMachinistsNationalPensionPlanMemberus-gaap:PensionPlansDefinedBenefitMemberual:UnitedAirLinesIncMember2021-01-010000100517ual:InternationalAssociationOfMachinistsNationalPensionPlanMemberus-gaap:PensionPlansDefinedBenefitMember2022-01-012022-12-310000100517ual:InternationalAssociationOfMachinistsNationalPensionPlanMemberus-gaap:PensionPlansDefinedBenefitMemberual:UnitedAirLinesIncMember2022-01-012022-12-310000100517ual:InternationalAssociationOfMachinistsNationalPensionPlanMemberus-gaap:PensionPlansDefinedBenefitMemberual:UnitedAirLinesIncMember2021-01-012021-12-310000100517ual:InternationalAssociationOfMachinistsNationalPensionPlanMemberus-gaap:PensionPlansDefinedBenefitMemberual:UnitedAirLinesIncMember2020-01-012020-12-310000100517us-gaap:FairValueMeasurementsRecurringMember2022-12-310000100517us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2022-12-310000100517us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2022-12-310000100517us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2022-12-310000100517us-gaap:FairValueMeasurementsRecurringMember2021-12-310000100517us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2021-12-310000100517us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2021-12-310000100517us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2021-12-310000100517us-gaap:USGovernmentAgenciesDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2022-12-310000100517us-gaap:FairValueInputsLevel1Memberus-gaap:USGovernmentAgenciesDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2022-12-310000100517us-gaap:FairValueInputsLevel2Memberus-gaap:USGovernmentAgenciesDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2022-12-310000100517us-gaap:FairValueInputsLevel3Memberus-gaap:USGovernmentAgenciesDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2022-12-310000100517us-gaap:USGovernmentAgenciesDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2021-12-310000100517us-gaap:FairValueInputsLevel1Memberus-gaap:USGovernmentAgenciesDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2021-12-310000100517us-gaap:FairValueInputsLevel2Memberus-gaap:USGovernmentAgenciesDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2021-12-310000100517us-gaap:FairValueInputsLevel3Memberus-gaap:USGovernmentAgenciesDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2021-12-310000100517us-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2022-12-310000100517us-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2022-12-310000100517us-gaap:FairValueInputsLevel2Memberus-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2022-12-310000100517us-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2022-12-310000100517us-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2021-12-310000100517us-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2021-12-310000100517us-gaap:FairValueInputsLevel2Memberus-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2021-12-310000100517us-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2021-12-310000100517us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2022-12-310000100517us-gaap:FairValueInputsLevel1Memberus-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2022-12-310000100517us-gaap:FairValueInputsLevel2Memberus-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2022-12-310000100517us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2022-12-310000100517us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2021-12-310000100517us-gaap:FairValueInputsLevel1Memberus-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2021-12-310000100517us-gaap:FairValueInputsLevel2Memberus-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2021-12-310000100517us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2021-12-310000100517us-gaap:CarryingReportedAmountFairValueDisclosureMember2022-12-310000100517us-gaap:EstimateOfFairValueFairValueDisclosureMember2022-12-310000100517us-gaap:FairValueInputsLevel1Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2022-12-310000100517us-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2022-12-310000100517us-gaap:FairValueInputsLevel3Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2022-12-310000100517us-gaap:CarryingReportedAmountFairValueDisclosureMember2021-12-310000100517us-gaap:EstimateOfFairValueFairValueDisclosureMember2021-12-310000100517us-gaap:FairValueInputsLevel1Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2021-12-310000100517us-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2021-12-310000100517us-gaap:FairValueInputsLevel3Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2021-12-31ual:regional_carrier0000100517ual:ChamplainEnterprisesLLCMember2022-12-310000100517ual:ChamplainEnterprisesLLCMember2022-01-012022-12-31ual:aircraft0000100517ual:RepublicAirwaysHoldingsInc.Member2022-12-310000100517ual:RepublicAirwaysHoldingsInc.Member2022-01-012022-12-310000100517ual:MesaAirGroupIncMemberus-gaap:SubsequentEventMember2023-01-310000100517ual:MesaAirGroupIncMemberus-gaap:SubsequentEventMember2023-01-012023-01-310000100517ual:FulcrumBioEnergyIncBoomAlderFuelsLLCHeartAerospaceIncorporatedAndZeroAviaIncMember2022-12-310000100517us-gaap:SecuredDebtMemberual:UsedAircraftFacilityMembersrt:MinimumMember2022-12-310000100517us-gaap:SecuredDebtMembersrt:MaximumMemberual:UsedAircraftFacilityMember2022-12-310000100517us-gaap:SecuredDebtMemberual:UsedAircraftFacilityMember2022-12-310000100517us-gaap:SecuredDebtMemberual:UsedAircraftFacilityMember2021-12-310000100517us-gaap:SecuredDebtMemberual:A650SeniorSecuredNotesDue2027MileagePlusSeniorSecuredNotesMember2022-12-310000100517us-gaap:SecuredDebtMemberual:A650SeniorSecuredNotesDue2027MileagePlusSeniorSecuredNotesMember2021-12-310000100517us-gaap:SecuredDebtMemberual:MileagePlusMPTermLoanFacilityMember2022-12-310000100517us-gaap:SecuredDebtMemberual:MileagePlusMPTermLoanFacilityMember2021-12-310000100517us-gaap:SecuredDebtMembersrt:MinimumMemberual:SecuredNotesMember2022-12-310000100517us-gaap:SecuredDebtMembersrt:MaximumMemberual:SecuredNotesMember2022-12-310000100517us-gaap:SecuredDebtMemberual:SecuredNotesMember2022-12-310000100517us-gaap:SecuredDebtMemberual:SecuredNotesMember2021-12-310000100517ual:NewTermLoansMemberus-gaap:SecuredDebtMember2022-12-310000100517ual:NewTermLoansMemberus-gaap:SecuredDebtMember2021-12-310000100517ual:UnsecuredNotesMembersrt:MinimumMemberus-gaap:UnsecuredDebtMember2022-12-310000100517ual:UnsecuredNotesMembersrt:MaximumMemberus-gaap:UnsecuredDebtMember2022-12-310000100517ual:UnsecuredNotesMemberus-gaap:UnsecuredDebtMember2022-12-310000100517ual:UnsecuredNotesMemberus-gaap:UnsecuredDebtMember2021-12-310000100517ual:PayrollSupportProgramPSPNoteMemberus-gaap:UnsecuredDebtMember2022-12-310000100517ual:OtherUnsecuredDebtMembersrt:MinimumMemberus-gaap:UnsecuredDebtMember2022-12-310000100517ual:OtherUnsecuredDebtMembersrt:MaximumMemberus-gaap:UnsecuredDebtMember2022-12-310000100517ual:OtherUnsecuredDebtMemberus-gaap:UnsecuredDebtMember2022-12-310000100517ual:OtherUnsecuredDebtMemberus-gaap:UnsecuredDebtMember2021-12-310000100517us-gaap:SecuredDebtMemberual:UsedAircraftFacilityMemberus-gaap:LondonInterbankOfferedRateLIBORMembersrt:MinimumMember2022-01-012022-12-310000100517us-gaap:SecuredDebtMemberual:UsedAircraftFacilityMemberus-gaap:LondonInterbankOfferedRateLIBORMembersrt:MinimumMember2021-01-012021-12-310000100517us-gaap:SecuredDebtMembersrt:MaximumMemberual:UsedAircraftFacilityMemberus-gaap:LondonInterbankOfferedRateLIBORMember2022-01-012022-12-310000100517us-gaap:SecuredDebtMembersrt:MaximumMemberual:UsedAircraftFacilityMemberus-gaap:LondonInterbankOfferedRateLIBORMember2021-01-012021-12-310000100517ual:NewTermLoansMemberus-gaap:SecuredDebtMemberus-gaap:LondonInterbankOfferedRateLIBORMembersrt:MinimumMember2021-01-012021-12-310000100517ual:NewTermLoansMemberus-gaap:SecuredDebtMemberus-gaap:LondonInterbankOfferedRateLIBORMembersrt:MinimumMember2022-01-012022-12-310000100517us-gaap:SecuredDebtMemberual:MileagePlusMPTermLoanFacilityMembersrt:MaximumMemberus-gaap:LondonInterbankOfferedRateLIBORMember2021-01-012021-12-310000100517us-gaap:SecuredDebtMemberual:MileagePlusMPTermLoanFacilityMembersrt:MaximumMemberus-gaap:LondonInterbankOfferedRateLIBORMember2022-01-012022-12-310000100517ual:PayrollSupportProgram1PSP1NoteMemberus-gaap:UnsecuredDebtMember2022-01-012022-12-310000100517ual:PayrollSupportProgram1PSP1NoteMemberus-gaap:UnsecuredDebtMember2022-12-310000100517ual:PayrollSupportProgram3PSP3NoteMemberus-gaap:UnsecuredDebtMember2022-12-310000100517ual:PayrollSupportProgramPSPNoteMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberus-gaap:UnsecuredDebtMember2022-01-012022-12-310000100517ual:UalAndUnitedMember2022-12-310000100517us-gaap:SecuredDebtMember2022-01-012022-12-310000100517us-gaap:SecuredDebtMembersrt:MinimumMember2022-12-310000100517us-gaap:SecuredDebtMembersrt:MaximumMember2022-12-310000100517us-gaap:SecuredDebtMemberual:TermLoanBFacilityDue2028Member2021-04-210000100517us-gaap:RevolvingCreditFacilityMemberus-gaap:SecuredDebtMemberual:UnitedAirLinesIncMember2022-12-310000100517us-gaap:LineOfCreditMemberual:CreditAgreementMember2022-12-310000100517us-gaap:LineOfCreditMemberual:SeniorSecuredNotesDue2026AndSeniorSecuredNotesDue2029Member2022-12-310000100517us-gaap:MainlineMember2022-12-310000100517us-gaap:RegionalCarrierMember2022-12-310000100517us-gaap:MainlineMembersrt:MinimumMember2022-01-012022-12-310000100517us-gaap:MainlineMembersrt:MaximumMember2022-01-012022-12-310000100517ual:NonAircraftMembersrt:MinimumMember2022-01-012022-12-310000100517ual:NonAircraftMembersrt:MaximumMember2022-01-012022-12-310000100517ual:Boeing787Member2021-12-310000100517ual:UnitedAirLinesIncMemberus-gaap:CollateralizedDebtObligationsMember2022-01-012022-12-310000100517ual:UnitedAirLinesIncMemberus-gaap:RegionalCarrierMemberual:CapacityPurchaseAgreementsMember2022-01-012022-12-310000100517ual:UnitedAirLinesIncMemberus-gaap:RegionalCarrierMemberual:CapacityPurchaseAgreementsMember2021-01-012021-12-310000100517ual:UnitedAirLinesIncMemberus-gaap:RegionalCarrierMemberual:CapacityPurchaseAgreementsMember2020-01-012020-12-310000100517ual:UnitedAirLinesIncMemberus-gaap:RegionalCarrierMemberual:CapacityPurchaseAgreementsMember2022-12-310000100517ual:UnitedAirLinesIncMemberus-gaap:RegionalCarrierMemberual:CapacityPurchaseAgreementsMember2021-12-310000100517srt:CRJ900Memberual:CapacityPurchaseAgreementsMember2022-12-310000100517srt:CRJ900Memberual:CapacityPurchaseAgreementsMember2022-01-012022-12-310000100517ual:CapacityPurchaseAgreementsMember2022-12-310000100517ual:TaxExemptBondsMember2022-12-310000100517ual:A787Member2022-12-31ual:aircraft_commitment0000100517ual:A737MaxMember2022-12-310000100517ual:AirbusA321neoMember2022-12-310000100517ual:AirbusA321XLRMember2022-12-310000100517ual:AirbusA350Member2022-12-310000100517ual:AirbusA321neoMember2022-07-210000100517ual:Boeing787Member2022-12-310000100517srt:B737MaxMember2022-07-210000100517ual:TaxExemptBondsMember2022-12-310000100517ual:AircraftMortgageDebtMember2022-12-310000100517us-gaap:SuretyBondMemberual:UnitedAirLinesIncMember2022-12-310000100517ual:FloatingRateDebtMember2022-12-310000100517ual:FloatingRateDebtMember2022-01-012022-12-310000100517ual:LoansAndLeasesFromNonUSEntitiesMember2022-01-012022-12-310000100517ual:LoansAndLeasesFromNonUSEntitiesMember2022-12-310000100517us-gaap:IndirectGuaranteeOfIndebtednessMemberual:TaxExemptBondsMember2022-12-31ual:optionual:employeeual:technician0000100517us-gaap:UnsecuredDebtMember2022-12-310000100517ual:PayrollSupportProgram2And3PSP23NoteMember2021-01-012021-12-310000100517ual:PayrollSupportProgram23PSP23WarrantsMember2021-01-012021-12-310000100517ual:VoluntarySeparationLeaveVSLProgramsMemberus-gaap:EmployeeSeveranceMember2021-01-012021-12-31ual:numberOfEmployees0000100517ual:AirbusA319Boeing737700Member2021-01-012021-12-310000100517ual:AirbusA319sMember2021-12-310000100517ual:Boeing737700Member2021-12-310000100517ual:EmbraerEMB145LRMember2021-01-012021-12-310000100517ual:FullTimeEmployeesMemberual:VoluntarySeparationLeaveVSLProgramsMemberus-gaap:EmployeeSeveranceMember2021-01-012021-12-310000100517ual:VoluntarySeparationLeaveVSLProgramsMemberual:PartTimeEmployeesMemberus-gaap:EmployeeSeveranceMember2021-01-012021-12-310000100517ual:PayrollSupportProgram2And3PSP23NoteMember2020-01-012020-12-310000100517us-gaap:UseRightsMember2020-01-012020-12-310000100517srt:B757200Member2020-01-012020-12-310000100517srt:B757200Member2020-12-31ual:plane0000100517ual:UalAndUnitedMemberus-gaap:AllowanceForCreditLossMember2021-12-310000100517ual:UalAndUnitedMemberus-gaap:AllowanceForCreditLossMember2022-01-012022-12-310000100517ual:UalAndUnitedMemberus-gaap:AllowanceForCreditLossMember2022-12-310000100517ual:UalAndUnitedMemberus-gaap:AllowanceForCreditLossMember2020-12-310000100517ual:UalAndUnitedMemberus-gaap:AllowanceForCreditLossMember2021-01-012021-12-310000100517ual:UalAndUnitedMemberus-gaap:AllowanceForCreditLossMember2019-12-310000100517ual:UalAndUnitedMemberus-gaap:AllowanceForCreditLossMember2020-01-012020-12-310000100517ual:UalAndUnitedMemberus-gaap:InventoryValuationReserveMember2021-12-310000100517ual:UalAndUnitedMemberus-gaap:InventoryValuationReserveMember2022-01-012022-12-310000100517ual:UalAndUnitedMemberus-gaap:InventoryValuationReserveMember2022-12-310000100517ual:UalAndUnitedMemberus-gaap:InventoryValuationReserveMember2020-12-310000100517ual:UalAndUnitedMemberus-gaap:InventoryValuationReserveMember2021-01-012021-12-310000100517ual:UalAndUnitedMemberus-gaap:InventoryValuationReserveMember2019-12-310000100517ual:UalAndUnitedMemberus-gaap:InventoryValuationReserveMember2020-01-012020-12-310000100517us-gaap:AllowanceForNotesReceivableMemberual:UalAndUnitedMember2021-12-310000100517us-gaap:AllowanceForNotesReceivableMemberual:UalAndUnitedMember2022-01-012022-12-310000100517us-gaap:AllowanceForNotesReceivableMemberual:UalAndUnitedMember2022-12-310000100517us-gaap:AllowanceForNotesReceivableMemberual:UalAndUnitedMember2020-12-310000100517us-gaap:AllowanceForNotesReceivableMemberual:UalAndUnitedMember2021-01-012021-12-310000100517us-gaap:AllowanceForNotesReceivableMemberual:UalAndUnitedMember2019-12-310000100517us-gaap:AllowanceForNotesReceivableMemberual:UalAndUnitedMember2020-01-012020-12-310000100517us-gaap:ValuationAllowanceOfDeferredTaxAssetsMemberual:UalAndUnitedMember2021-12-310000100517us-gaap:ValuationAllowanceOfDeferredTaxAssetsMemberual:UalAndUnitedMember2022-01-012022-12-310000100517us-gaap:ValuationAllowanceOfDeferredTaxAssetsMemberual:UalAndUnitedMember2022-12-310000100517us-gaap:ValuationAllowanceOfDeferredTaxAssetsMemberual:UalAndUnitedMember2020-12-310000100517us-gaap:ValuationAllowanceOfDeferredTaxAssetsMemberual:UalAndUnitedMember2021-01-012021-12-310000100517us-gaap:ValuationAllowanceOfDeferredTaxAssetsMemberual:UalAndUnitedMember2019-12-310000100517us-gaap:ValuationAllowanceOfDeferredTaxAssetsMemberual:UalAndUnitedMember2020-01-012020-12-31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM10-K
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the transition period from                      to              
  ual-20221231_g1.jpg
    
Commission
File Number
Exact Name of Registrant as Specified in its Charter,
Principal Executive Office Address and Telephone Number
State of
Incorporation		I.R.S. Employer
Identification No.
001-06033United Airlines Holdings, Inc.Delaware36-2675207
233 South Wacker Drive,Chicago,Illinois60606
(872) 825-4000
001-10323United Airlines, Inc.Delaware74-2099724
233 South Wacker Drive, Chicago,Illinois60606
(872)825-4000
 
Securities registered pursuant to Section 12(b) of the Act:
 Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
United Airlines Holdings, Inc.Common Stock, $0.01 par valueUALThe Nasdaq Stock Market LLC
Preferred Stock Purchase RightsNoneThe Nasdaq Stock Market LLC
United Airlines, Inc.NoneNoneNone
Securities registered pursuant to Section 12(g) of the Act:
United Airlines Holdings, Inc.None
United Airlines, Inc.None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
United Airlines Holdings, Inc.Yes☒No☐United Airlines, Inc.Yes☒No☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
United Airlines Holdings, Inc.Yes☐No☒United Airlines, Inc.Yes☐No☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
United Airlines Holdings, Inc.Yes☒No☐United Airlines, Inc.Yes☒No☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this Chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). 
United Airlines Holdings, Inc.Yes☒No☐United Airlines, Inc.Yes☒No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
United Airlines Holdings, Inc.Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐
United Airlines, Inc.Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☐Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
United Airlines Holdings, Inc.☐United Airlines, Inc.☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
United Airlines Holdings, Inc.☒United Airlines, Inc.☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
United Airlines Holdings, Inc.☐United Airlines, Inc.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
United Airlines Holdings, Inc.☐United Airlines, Inc.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
United Airlines Holdings, Inc.Yes☐No☒United Airlines, Inc.Yes☐No☒
The aggregate market value of common stock held by non-affiliates of United Airlines Holdings, Inc. was $11.5 billion as of June 30, 2022 based on the closing sale price of $35.42 on that date. There is no market for United Airlines, Inc. common stock.
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of February 9, 2023.
United Airlines Holdings, Inc.327,092,997shares of common stock ($0.01 par value)
United Airlines, Inc.1,000shares of common stock ($0.01 par value) (100% owned by United Airlines Holdings, Inc.)
This combined Form 10-K is separately filed by United Airlines Holdings, Inc. and United Airlines, Inc.
OMISSION OF CERTAIN INFORMATION
United Airlines, Inc. meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and is therefore filing this form with the reduced disclosure format allowed under that General Instruction.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information required by Items 10, 11, 12 and 13 of Part III of this Form 10-K is incorporated by reference for United Airlines Holdings, Inc. from its definitive proxy statement for its 2023 Annual Meeting of Stockholders.

United Airlines Holdings, Inc. and Subsidiary Companies
United Airlines, Inc. and Subsidiary Companies
Annual Report on Form 10-K
For the Year Ended December 31, 2022
 
  Page
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.

This Annual Report on Form 10-K ("Form 10-K") contains various "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements represent our expectations and beliefs concerning future results or events, based on information available to us on the date of the filing of this Form 10-K, and are subject to various risks and uncertainties. Factors that could cause actual results or events to differ materially from those referenced in the forward-looking statements are listed in Part I, Item 1A. Risk Factors and in Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. We disclaim any intent or obligation to update or revise any of the forward-looking statements, whether in response to new information, unforeseen events, changed circumstances or otherwise, except as required by applicable law.
PART I

ITEM 1.    BUSINESS.
Overview
United Airlines Holdings, Inc. (together with its consolidated subsidiaries, "UAL" or the "Company") is a holding company and its wholly-owned subsidiary is United Airlines, Inc. (together with its consolidated subsidiaries, "United"). United's shared purpose is "Connecting People. Uniting the World." United has the most comprehensive route network among North American carriers, including U.S. mainland hubs in Chicago, Denver, Houston, Los Angeles, New York/Newark, San Francisco and Washington, D.C. 
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's principal executive office is located at 233 South Wacker Drive, Chicago, Illinois 60606 (telephone number (872) 825-4000). The Company's website is located at www.united.com and its investor relations website is located at ir.united.com. The information contained on or connected to the Company's websites is not incorporated by reference into this Form 10-K and should not be considered part of this or any other report filed with the U.S. Securities and Exchange Commission ("SEC"). The Company's filings with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports, as well as UAL's proxy statement for its annual meeting of stockholders, are accessible without charge on the Company's investor relations website, as soon as reasonably practicable, after we electronically file such material with, or furnish such material to, the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act. Such filings are also available on the SEC's website at www.sec.gov.
Operations
The Company transports people and cargo throughout North America and to destinations in Asia, Europe, Africa, the Pacific, the Middle East and Latin America. UAL, through United and its regional carriers, operates across six continents, with hubs at Newark Liberty International Airport ("EWR"), Chicago O'Hare International Airport ("ORD"), Denver International Airport ("DEN"), George Bush Intercontinental Airport ("IAH"), Los Angeles International Airport ("LAX"), A.B. Won Pat International Airport ("GUM"), San Francisco International Airport ("SFO") and Washington Dulles International Airport ("IAD").
All of the Company's domestic hubs are located in large business and population centers, contributing to a large amount of "origin and destination" traffic. The hub and spoke system allows us to transport passengers between a large number of destinations with substantially more frequent service than if each route were served directly. The hub system also allows us to add service to a new destination from a large number of cities using only one or a limited number of aircraft. As discussed under Alliances below, United is a member of Star Alliance, the world's largest alliance network.
United Next. Our United Next plan is our fundamental strategic evolution for driving future growth that we believe will have a transformational effect on the customer experience and earnings power of our business. As part of our United Next plan, in June 2021 we announced our firm order for the purchase of 270 new Boeing and Airbus aircraft, which at the time was the largest combined order in the airline's history and the biggest by an individual carrier in the last decade. In December 2022, we announced the largest widebody order by a U.S. carrier in commercial aviation history (100 Boeing 787 Dreamliners with
3
options to purchase 100 more), the exercise of options to purchase 44 Boeing 737 MAX aircraft for delivery between 2024 and 2026, the firm orders of 56 more Boeing 737 MAX aircraft for delivery between 2027 and 2028 and the acquisition of an additional 100 options to purchase additional Boeing 737 MAX aircraft. We now expect to take delivery of about 700 new narrow and widebody aircraft by the end of 2033.
Our groundbreaking United Next strategy is expected to increase United's average gauge in North America, to increase the total number of available seats per departure and to significantly lower carbon emissions per seat. United will retrofit 100% of its mainline, narrow-body planes with its signature interior that includes seat-back entertainment in every seat, larger overhead bins for every passenger's carry-on bag and the industry's fastest available in-flight WiFi, as well as a bright look-and-feel with LED lighting. The carrier's international widebodies will feature the United Polaris® business class seat as well as United Premium Plus® seating. The Company plans to replace older, smaller mainline jets and at least 200 single-class regional jets with larger aircraft, which we expect will lead to fuel efficiency benefits compared to older planes, including an expected 17-25% lower carbon emissions per seat compared to older planes. We believe that United Next will allow us to differentiate our network and segment our products with a greater premium offering while also maintaining fare competitiveness with low-cost carriers.
Regional. The Company's business and operations are dependent on its regional flight network, with regional capacity accounting for approximately 8% of the Company's total capacity for the year ended December 31, 2022. The Company has contractual relationships with various regional carriers to provide regional aircraft service branded as United Express. This regional service complements our operations by carrying traffic that connects to our hubs and allows flights to smaller cities that cannot be provided economically with mainline aircraft. CommuteAir LLC ("CommuteAir"), Republic Airways Inc. ("Republic"), GoJet Airlines LLC ("GoJet"), Mesa Airlines, Inc. ("Mesa"), SkyWest Airlines, Inc. ("SkyWest") and Air Wisconsin Airlines LLC ("Air Wisconsin") are all regional carriers that operate with capacity contracted to United under capacity purchase agreements ("CPAs"). The Company plans to wind down its CPA with Air Wisconsin in 2023 as part of its United Next plan to reduce service on single-cabin 50-seat regional jets. Under these CPAs, the Company pays the regional carriers contractually agreed fees (carrier costs) for operating these flights plus a variable rate adjustment based on agreed performance metrics, subject to annual adjustments. The fees are based on specific rates multiplied by specific operating statistics (e.g., block hours, departures), as well as fixed monthly amounts. Under these CPAs, the Company is also responsible for all fuel costs incurred, as well as landing fees and other costs, which are either passed through by the regional carrier to the Company without any markup or directly incurred by the Company. In some cases, the Company owns some or all of the aircraft subject to the CPA and leases such aircraft to the regional carrier. In return, the regional carriers operate the capacity of the aircraft included within the scope of such CPA exclusively for United, on schedules determined by the Company. The Company also determines pricing and revenue management, assumes the inventory and distribution risk for the available seats and permits mileage accrual and redemption for regional flights through its MileagePlus loyalty program.
Alliances. United is a member of Star Alliance, a global integrated airline network and the largest and most comprehensive airline alliance in the world. In 2022, Star Alliance carriers continued to serve more than 1,200 airports in 184 countries with approximately 14,000 average daily departures. Star Alliance members, in addition to United, are Aegean Airlines, Air Canada, Air China, Air India, Air New Zealand, All Nippon Airways ("ANA"), Asiana Airlines, Austrian Airlines, Aerovías del Continente Americano S.A. ("Avianca"), Brussels Airlines, Copa Airlines, Croatia Airlines, EGYPTAIR, Ethiopian Airlines, EVA Air, LOT Polish Airlines, Lufthansa, SAS Scandinavian Airlines, Shenzhen Airlines, Singapore Airlines, South African Airways, SWISS, TAP Air Portugal, THAI Airways International and Turkish Airlines. In addition to its members, Star Alliance includes Shanghai-based Juneyao Airlines and Thailand-based Thai Smile Airways, a subsidiary of THAI Airways International, as connecting partners and Germany-based Deutsche Bahn, a rail company, as an intermodal partner.
United has a variety of bilateral commercial alliance agreements and obligations with Star Alliance members, addressing, among other things, reciprocal earning and redemption of frequent flyer miles, access to airport lounges and, with certain Star Alliance members, codesharing of flight operations (whereby one carrier's selected flights can be marketed under the brand name of another carrier). In addition to the alliance agreements with Star Alliance members, United currently maintains independent marketing alliance agreements with other air carriers, including Aeromar, Aer Lingus, Air Dolomiti, Airlink Proprietary Limited, Azul Linhas Aéreas Brasileiras S.A. ("Azul"), Boutique Air, Cape Air, Edelweiss, Emirates, Eurowings, Eurowings Discover, flydubai (in process of completion), Hawaiian Airlines, JetSuiteX, Inc. ("JSX"), Olympic Air, Silver Airways, Virgin Australia Airlines Pty Ltd and Vistara.
United also participates in four passenger joint business arrangements ("JBAs"): one with Air Canada and the Lufthansa Group (which includes Lufthansa and its affiliates Air Dolomiti, Austrian Airlines, Brussels Airlines, Edelweiss, Eurowings, Eurowings Discover and SWISS) covering transatlantic routes, one with ANA covering certain transpacific routes, one with Air New Zealand covering certain routes between the United States and New Zealand, and one with Air Canada, established in July 2022, covering certain United States and Canada transborder routes. These passenger JBAs enable the participating carriers to integrate the services they provide in the respective regions, capturing revenue synergies and delivering enhanced customer
4
benefits, such as highly competitive flight schedules, fares and services. Separate from the passenger JBAs, United also participates in cargo JBAs with ANA for transpacific cargo services and with Lufthansa for transatlantic cargo services. These cargo JBAs offer expanded and more seamless access to cargo space across the carriers' respective combined networks.
United and Emirates entered into a commercial agreement (and United and flydubai are in the process of completing a commercial agreement) to enable passengers to book travel on a single ticket making check-in and luggage transfer faster and easier. United will launch a new direct flight between Newark/New York and Dubai starting in March 2023—from there, customers can travel on Emirates or its sister airline flydubai to more than 100 different cities. This agreement will also give the loyalty program members of both airlines more opportunities for more rewards: United MileagePlus® members flying on United's Newark/New York to Dubai flight can soon earn and redeem miles when connecting beyond on Emirates and flydubai and Emirates Skywards members will be able to earn miles when they travel on United operated flights. Eligible United customers will also soon have access to Emirates lounges when connecting to and from United's new Dubai flight.
Loyalty Program. United's MileagePlus loyalty program builds customer loyalty by offering awards, benefits and services to program participants. Members in this program earn miles for flights on United, United Express, Star Alliance members and certain other airlines that participate in the program. Members can also earn miles by purchasing goods and services from our network of non-airline partners, such as domestic and international credit card issuers, retail merchants, hotels and car rental companies. Members can redeem miles for free (other than taxes and government-imposed fees), discounted or upgraded travel and non-travel awards.
United has an agreement with JPMorgan Chase Bank, N.A. ("Chase"), pursuant to which members of United's MileagePlus loyalty program who are residents of the United States can earn miles for making purchases using a MileagePlus credit card issued by Chase (the "Co-Brand Agreement"). The Co-Brand Agreement also provides for joint marketing and other support for the MileagePlus credit card and provides Chase with other benefits such as permission to market to the Company's customer database.
In 2022, approximately 5.6 million MileagePlus flight awards were used on United and United Express. These awards represented approximately 7.3% of United's total revenue passenger miles. Total miles redeemed for flights on United and United Express, including class-of-service upgrades, represented approximately 92% of the total miles redeemed. In addition, excluding miles redeemed for flights on United and United Express, MileagePlus members redeemed miles for approximately 1.2 million other awards. These awards include United Club memberships, car and hotel awards, merchandise and flights on other air carriers.
Air Cargo. United provides freight and mail transportation services (air cargo). The majority of air cargo services are provided to commercial businesses, freight forwarder and logistics firms as well as national postal services. Through our global network, our cargo operations are able to connect the world's major freight gateways. We generate cargo revenues in domestic and international markets through the use of cargo space on regularly scheduled passenger aircraft, and starting in 2020, the use of our passenger aircraft for cargo-only flights. The use of cargo-only flights significantly decreased in 2022 due to the return of passenger demand.
Distribution Channels. The Company's airline seat inventory and fares are distributed through the Company's direct channels, traditional travel agencies and online travel agencies ("OTA"). The use of the Company's direct sales website, www.united.com, the Company's mobile applications and alternative distribution systems provides the Company with an opportunity to de-commoditize its services, better present its content, make more targeted offerings, better retain its customers, enhance its brand and lower its ticket distribution costs. Agency sales are primarily sold using global distribution systems ("GDS"). United has developed and expects to continue to develop capabilities to sell certain ancillary products through the GDS channel to provide an enhanced buying experience for customers who purchase in that channel.
Third-Party Business. United generates third-party business revenue that includes maintenance services, frequent flyer award non-travel redemptions, flight academy and ground handling. Third-party business revenue is recorded in Other operating
5
revenue. Expenses associated with third-party business, except non-travel redemptions, are recorded in Other operating expenses. Non-travel redemptions expenses are recorded to Other operating revenue.
Aircraft Fuel. The table below summarizes the fuel consumption and expense of UAL's aircraft (including the operations of our regional partners operating under CPAs) during the last three years.
YearGallons Consumed
(in millions)		Fuel Expense
(in millions)		Average Price Per GallonPercentage of Total Operating Expense
20223,608 $13,113 $3.63 31 %
20212,729 $5,755 $2.11 22 %
20202,004 $3,153 $1.57 15 %
Our operational and financial results can be significantly impacted by changes in the price and availability of aircraft fuel. The Company routinely enters into purchase contracts based on expected fuel requirements for UAL aircraft (including regional partners operating under CPAs) that are generally indexed to various market price benchmarks for aircraft fuel. These contracts customarily do not provide material protection against changes in market prices or guarantee the uninterrupted availability of adequate quantities of aircraft fuel. The price of aircraft fuel used by our operations has fluctuated substantially in the past several years. The Company's current strategy is to not enter into financial transactions to hedge the market price exposure of its expected fuel consumption, although the Company regularly reviews its strategy based on market conditions and other factors.
Industry Conditions
Domestic Competition. The domestic airline industry is highly competitive and dynamic. The Company's competitors consist primarily of other airlines and, to a certain extent, other forms of transportation. Currently, any U.S. carrier deemed fit by the U.S. Department of Transportation (the "DOT") is largely free to operate scheduled passenger service between any two points within the United States. Competition can be direct, in the form of another carrier flying the exact non-stop route, or indirect, where a carrier serves the same two cities non-stop from an alternative airport in that city or via an itinerary requiring a connection at another airport. Air carriers' cost structures are not uniform and are influenced by numerous factors. Carriers with lower costs may offer lower fares to passengers, which could have a potential negative impact on the Company's revenues. Domestic pricing decisions are impacted by intense competitive pressure exerted on the Company by other U.S. airlines. In order to remain competitive and maintain passenger traffic levels, we often find it necessary to match competitors' discounted fares. Since we compete in a dynamic marketplace, attempts to generate additional revenue through increased fares often fail.
International Competition. Internationally, the Company competes not only with U.S. airlines, but also with foreign carriers. International competition has increased and may continue to increase in the future as a result of airline mergers and acquisitions, JBAs, alliances, restructurings, liberalization of aviation bilateral agreements and new or increased service by competitors. Competition on international routes is subject to varying degrees of governmental regulation. The Company's ability to compete successfully with non-U.S. carriers on international routes depends in part on its ability to generate traffic to and from the entire United States via its integrated domestic route network and its ability to overcome business and operational challenges across its network worldwide. Foreign carriers currently are prohibited by U.S. law from carrying local passengers between two points in the United States and the Company generally experiences comparable restrictions in foreign countries. Separately, "fifth freedom rights" allow the Company to operate between points in two different foreign countries and foreign carriers may also have fifth freedom rights between the U.S. and another foreign country. In the absence of fifth freedom rights, or some other extra-bilateral right to conduct operations between two foreign countries, U.S. carriers are constrained from carrying passengers to points beyond designated international gateway cities. To compensate partially for these structural limitations, U.S. and foreign carriers have entered into alliances, immunized JBAs and marketing arrangements that enable these carriers to exchange traffic between each other's flights and route networks. Through these arrangements, the Company strives to provide consumers with a growing number of seamless, cost-effective and convenient travel options. See Alliances, above, for additional information.
Seasonality. The air travel business is subject to seasonal fluctuations. Historically, demand for air travel is higher in the second and third quarters, driving higher revenues, than in the first and fourth quarters, which are periods of lower travel demand.
Environmental, Social and Governance Approach and Highlights
Climate Strategy
The Company's commitment to operating an environmentally sustainable and responsible airline is woven into its long-term strategy and its values. The Company believes that it is critical, now more than ever, to continue to serve its purpose of connecting people and uniting the world, and is committed to finding solutions, both individually as a company, and together
6
with partners in both the private and public sectors, to do so sustainably and responsibly while also achieving its financial goals. The Company is continuously looking for new ways to reduce its environmental impact in the air, on the ground and at its facilities, which benefits its employees, customers and stockholders. At the end of 2020, the Company pledged a net zero goal to eliminate its greenhouse gas ("GHG") emissions by 100% by 2050 without relying on the use of traditional carbon offsets, like planting trees or purchasing voluntary offsets. United was the first airline globally to make such a commitment without relying on the use of traditional offsets. Reliance on such offsets would allow emissions derived from within the value chain of the Company to remain unabated. Given the airline industry's designation as a 'hard-to-abate sector', the Company believes that not relying on traditional carbon offsets is important and the right priority because the airline industry should focus on decarbonization within its own activities as the industry cannot afford to divert resources and attention toward offset programs that do not effectuate real progress within aviation operations.
The Company's earnest intention on meeting the net zero GHG emission goal by 2050 led the Company to commit to a mid-term objective of reducing, compared to 2019, its carbon intensity by 50% by 2035. This carbon intensity target is intended to align the Company's net zero goal with the temperature limit goals of the Paris Agreement and allow the Company to show progress towards its 2050 net zero GHG emissions goal in the nearer term. In 2021, the Company also committed to validating this 2035 target with the Science Based Targets Initiative (SBTi).
The Company is committed to redefining the future of air travel with environmental sustainability at the forefront because it believes that it is the Company's responsibility to take tangible steps to mitigate climate change impacts from its operations. In addition, the Company's climate goals and overall climate strategy are increasingly important factors in its relationships with its employees and customers. Its strategy to achieve its climate goals is centered around four key pathways, each of which is described in further detail below: (i) reducing the Company's environmental footprint, (ii) innovating for potentially transformative carbon reduction technologies, (iii) removing the Company's atmospheric carbon impacts and (iv) collaborating with employees, customers, airports, suppliers, cross-industry partners and policymakers to facilitate faster action and the commercialization of technology solutions concerning climate change. The Company's Board of Directors (the "Board"), including through its Public Responsibility Committee, provides oversight of its climate-related goals and strategy to ensure integration with its core business strategy and management periodically updates the Board on the implementation of the Company's climate-related goals and strategy. The Board, including through its Public Responsibility Committee, also oversees management's identification, evaluation and monitoring of environmental (including climate-related) trends, issues, concerns, risks and opportunities that affect or could affect the Company's reputation, business activities, strategies and performance.
•Reducing Environmental Footprint: As part of this plan, the Company is focused on maximizing fuel efficiency and reducing fuel usage in its operations. The main focus in realizing this objective is reducing its fossil jet fuel consumption, which is both the largest contributor to its environmental footprint and a sizable expense for the Company. The Company's primary effort in reducing its fossil jet fuel consumption is directed on working with strategic partners to scale, employ and commercialize the use of sustainable aviation fuel ("SAF"). SAF is the most promising technology solution realized today that can abate emissions from the Company's flight operations. SAF can reduce lifecycle GHG emissions by up to 85% compared with conventional jet fuel and has the added benefits of having a limited impact on performance or safety and providing energy diversification. The Company is the U.S. aviation leader in SAF production investment based on publicly announced offtake agreements of certain airlines for future purchases of SAF as of the date hereof. However, SAF supply in the jet fuel market is constrained today and represents, according to industry estimates, far less than 1% of global commercial aviation fuel usage. Additionally, the purchase of SAF today comes with a price premium, compared to conventional jet fuel, to account for the additional costs of scaling and producing this early-stage solution. These challenges with present-day SAF have informed the Company's strategy of investing in SAF producers and technology to help scale the SAF market and unlock future supply for the Company. The Company uses SAF in its regular operations from World Energy at LAX and Neste at Amsterdam Airport Schiphol and has purchased nearly 8 million gallons of SAF since 2016. However, as of December 2022, the total volume of SAF the Company used in its operations remained less than 0.1% of its total aviation fuel usage.
◦In 2015, the Company began its strategy of SAF investment, by making a $30 million equity investment in Fulcrum BioEnergy, Inc. ("Fulcrum"), a company working to commercialize SAF production from municipal solid waste. With this investment, the Company entered into a long-term supply agreement with Fulcrum, which provides United the opportunity to purchase at least 900 million gallons of SAF.
◦In 2016, the Company became the first airline globally to use SAF in regular operations on an ongoing basis with SAF from World Energy.
◦In 2021, the Company launched its first-of-its-kind Eco-Skies Alliance program in which corporate and cargo customers agreed to collectively fund the price premium for SAF. As of the end of 2022, customers had committed to fund approximately 9 million gallons of SAF.
7
◦In December 2021, the Company made aviation history by operating the first passenger flight using 100% SAF in one engine from Chicago to Washington, D.C. The flight showcased the safety of SAF and the potential for a dramatically reduced carbon footprint for aviation.
◦In 2022, the Company signed a purchase agreement with Neste for up to 52.5 million gallons of SAF for use at Amsterdam Airport Schiphol and potentially other airports. With this agreement, United became the first U.S. airline to execute an international purchase agreement for SAF.
◦In 2022, the Company expanded its SAF investment portfolio through an investment in NEXT Renewables, becoming the first U.S. airline to invest in a biofuel refinery, which—at full production—could produce up to 50,000 barrels per day of SAF, renewable diesel and other renewable fuels.
◦In 2023, the Company formed a joint venture, Blue Blade Energy ("Blue Blade"), with Tallgrass Energy and Green Plains Inc. to commercialize SAF technology using ethanol as the feedstock. If the technology is successful, the Company has entered into an offtake agreement with Blue Blade to receive up to 135 million gallons of SAF annually for up to 2.7 billion gallons in total—the Company's largest offtake agreement.
Alongside developing and using SAF, the Company is concentrated on introducing newer, more fuel-efficient aircraft into its fleet as well as improving the efficiency of its existing fleet. From 1990 to 2022, the Company improved its mainline fuel efficiency by approximately 48%. In the second quarter of 2021, the Company announced its United Next plan and entered into firm narrow-body aircraft orders for 200 Boeing 737 MAX aircraft and 70 Airbus A321neo aircraft. A subsequent firm order was placed in 2022 for 100 Boeing 787 aircraft (with options to purchase up to an additional 100 Boeing 787 aircraft) and the Company also exercised an option to purchase 44 Boeing 737 MAX aircraft, finalized an order for an additional 56 Boeing 737 MAX aircraft and increased the number of options to purchase Boeing 737 MAX aircraft by an additional 100. Collectively, the introduction of the new aircraft into the fleet is expected to result in 17%-25% lower carbon emissions per available seat-mile ("ASM") compared to older planes. In conjunction with its SAF strategy and improving the fuel efficiency of its fleet, the Company has been revamping its flight and ground operations, including implementing operational and procedural initiatives to drive fuel conservation. Over 4,100 units of the Company's ground service equipment ("GSE") around the world are electric or use alternative fuels and, as of the end of 2022, approximately 34% of its GSE fleet has been electrified. The Company has worked collaboratively across its organization and with Air Traffic Control ("ATC") providers to improve fuel efficiency through the implementation of best practices, by providing training to its pilots and dispatchers and supplying them with the tools needed to execute on those strategies.
•Innovating in Carbon Reduction Technology: The Company has been forming, through its corporate venture capital arm, United Airlines Ventures ("UAV"), collaborations with, as well as investing in, early-stage climate technology companies that have the potential to scale and support the Company's climate targets or are generally supportive of advancing sustainability within the broader economy.
◦In 2021, the Company announced, through UAV, investments in aerospace technologies, like electric vertical takeoff and landing ("eVTOL") aircraft (through its investment in Archer Aviation), electric aircraft (Heart Aerospace) and hydrogen-electric engines (ZeroAvia) to advance technologies with a potential to help decarbonize air travel in the future, once regulatory approvals are obtained.
◦In September 2022, UAV announced an addition to its eVTOL investment portfolio with an investment in Eve Air Mobility ("Eve"), a company that is developing an electric four-seater aircraft. Along with the investment, the Company entered into a conditional purchase agreement for 200 aircraft with Eve, with expected first deliveries as early as 2026, once regulatory approvals are obtained.
◦In November 2022, UAV broadened its technology investment portfolio to include clean energy infrastructure with an investment in Natron Energy, a battery manufacturer developing novel sodium-ion batteries. Natron's technology has the potential to help reduce the GHG footprint of United's ground operations by helping to electrify its airport GSE.
•Removing Carbon Impact: The Company intends to extend its environmental sustainability efforts beyond reducing emissions by also focusing on carbon removal by investing in carbon capture technologies to either sequester carbon or potentially utilize captured carbon to make low-carbon fuels. In 2020, the Company became the first airline to announce a commitment to invest in direct air capture, a carbon capture and sequestration technology, and since then has broadened its investment approach to also include technologies that can utilize captured carbon to make high-value, low-carbon products.
8
◦In December 2021, UAV invested in Dimensional Energy ("Dimensional"), a novel technology startup that converts carbon dioxide ("CO2") and water into fuel, primarily SAF. Along with the investment, the Company and Dimensional also reached a commercial agreement for the Company to purchase at least 300 million gallons of SAF over 20 years.
◦In March 2022, UAV and Oxy Low Carbon Ventures announced an investment in biotech firm Cemvita Factory to commercialize the production of SAF intended to be developed through a revolutionary new process using CO2 and synthetic microbes.
◦In December 2022, UAV invested in Svante, a developer of carbon capture and removal technology using structured adsorbent beds, also known as filters.
It is important to note that certain of these technology solutions pertaining to both carbon reduction and carbon removal innovations need time to reach commercial viability. Despite this and other hurdles, the Company believes that these solutions show potential for scale and future reduction of GHG emissions.
•Collaborating with Partners: The Company has devoted a significant amount of time and energy on defining a better future of flying by collaborating with employees, customers, airports, suppliers, cross-industry partners and policymakers to scale the supply of decarbonization technology solutions, minimize its environmental impact, boost environmental sustainability of the airline industry and protect the environment, all of which are key to advancing the Company's climate goals.
◦The Company has historically supported the adoption of more aggressive industry targets, with both Airlines for America ("A4A") and the International Air Transport Association committing in 2021 to net-zero emissions by 2050 for domestic and international carriers, respectively. In addition, the Company along with other A4A members have pledged to work towards the Biden Administration's SAF Grand Challenge to collectively make 3 billion gallons of SAF available domestically by 2030.
◦The Company worked with federal policymakers to champion passage of the Sustainable Skies Act SAF Blender's Tax Credit through the Inflation Reduction Act of 2022 (the "IRA"). This credit creates an economic incentive for increased SAF production within the United States.
◦The Company is a founding member of the Biden Administration's First Movers Coalition, a collective of leading companies committing to purchase low-carbon technologies in hard-to-abate sectors. As part of its membership, the Company has committed to using emerging technologies with significant emissions reductions by 2030 and has also set a target of replacing at least 5% of conventional jet fuel demand with SAF that reduces lifecycle GHG emissions by 85% or more compared with conventional jet fuel by 2030.
◦At the international level, the Company was the only U.S. airline that attended the 2022 UN Conference of the Parties ("COP27") climate conference, to continue its engagement with policymakers on aviation decarbonization strategies.
Additional quantitative emissions data for fiscal years 2021 and 2020 follow this paragraph. The Company believes that its absolute GHG emissions will increase in the immediate future as the impact of the COVID-19 pandemic on the Company's operations continues to lessen and the Company implements its United Next strategy and continues to grow. In addition, even though purchasing carbon offsets could present near-term emissions reductions, as outlined above, the Company is resolute in attaining its mid-term and long-term climate goals without relying on the use of traditional carbon offsets to support its voluntary climate targets and has made progress towards implementing solutions that are needed to permanently change aviation and reduce the environmental impact of air travel to protect our planet for generations to come. Such commitment is demonstrated by the end of the Company's customer offset program and elimination of emission reductions realized by carbon offsets as reflected in its 2021 GHG inventory.
9
Carbon Emissions20212020
Direct (Scope 1) GHG Emissions in Metric Tons CO2e
Gross GHG emissions21,375,27515,490,070
SAF emissions reductions(4,790)(4,708)
Net GHG emissions21,370,48515,485,363
Indirect Emissions in Metric Tons CO2e
Indirect (Scope 2) GHG emissions160,794175,087
Other indirect (Scope 3) GHG emissions5,561,7454,280,317
Total GHG Emissions in Metric Tons CO2e
Gross GHG emissions27,093,02419,940,767
Carbon offsets (a)—(4,106)
Net GHG emissions27,093,02419,936,661
Carbon Emissions Intensity Rates (b)20212020
Emissions Intensity per Revenue ton-mile ("RTM")
Mainline RTMs (millions) (c)15,3719,755
Metric tons CO2e/1,000 mainline RTMs (d)
1,4011,605
Emissions Intensity per ASM
ASMs (millions) (e)178,684122,804
Regional metric tons CO2e/1,000 mainline and regional ASMs (f)
151161
(a)Offset purchases made in 2020 were part of discrete promotional campaigns. These promotions were offered prior to the Company's announcement in December 2020 of its commitment to reduce 100% of its GHG emissions by 2050 without the voluntary use of traditional offsets and are no longer part of the Company's promotional campaigns. The Company may be subject to future regulatory requirements that require the purchase of carbon offsets.
(b)Intensity rates and operational figures are calculated based on third-party verified data for 2021 and 2020.
(c)The number of mainline revenue (passenger and cargo) tons transported multiplied by the number of miles flown on each segment.
(d)Scope 1+2 emissions/mainline RTMs; metric used for tracking progress against industry goal of 1.5%/year efficiency improvement.
(e)The number of seats available for passengers multiplied by the number of scheduled miles those seats are flown.
(f)Scope 1+2+3 regional emissions/mainline+regional ASMs; metric used for tracking progress against our 2035 and 2050 climate change goals.
Additional information on United's commitment to environmental sustainability is available at united.com/sustainability. The information contained on or connected to the Company's website is not incorporated by reference into this Form 10-K and should not be considered part of this or any other report filed with the SEC.
Human Capital Management and Resources
Our national campaign "Good Leads the Way" tells the story of United's leadership in areas like customer service, diversity, equity and inclusion and sustainability and captures the optimism that fuels our large ambitions at a time of unprecedented demand in air travel. Our employees around the world are joined in a shared purpose of "Connecting People. Uniting the World" by enabling connections that matter and move society—whether it is connecting people across cultures, flying a loved one to a wedding, connecting medical professionals at a breakthrough conference or getting a business traveler to an important meeting or back home in time for a child's big game. Our ability to make these connections, as well as to build long-term value for our shareholders and contribute to the broader community, depends on our commitment to attract and retain the best talent at all levels of our organization and across our global workforce. To facilitate talent attraction and retention, we strive through our human capital management strategy to create lifelong careers for the people of United. That includes professional development and promotional opportunities and the ability to qualify for retirement benefits, health and wellness benefits and, of course, travel privileges, as we remain dedicated to providing the best place for our employees to work. Our core4 (we are safe, then caring, dependable and efficient) serves as the framework for how we take care of our customers and each other and how we make decisions as a team. For United, our shared purpose is about more than getting people from one place to another and executing our strategic priorities: it means that as a global company that operates in hundreds of locations around the world with millions of customers, we have a unique responsibility and opportunity to drive meaningful change in the places where we fly by creating exciting, rewarding and long-term careers for tens of thousands of people who live in the communities that we serve.
Demographics: As of December 31, 2022, UAL, including its subsidiaries, had approximately 92,795 employees consisting of approximately 23,065 flight attendants, 16,129 passenger service agents, 15,088 ramp service agents, 13,831 pilots, 8,499 technicians and related flight simulator technicians, 965 storekeeper employees, 393 dispatchers, 336 fleet tech instructors, load
10
planners, maintenance instructors and security officers and 14,489 management and other personnel. Approximately 84% of the Company's employees were represented by various U.S. labor organizations at year-end 2022.
As of December 31, 2022, of our U.S. employees, approximately 39% were female and approximately 49% self-identified as part of an underrepresented racial or ethnic group. Our workforce diversity metrics are reported regularly to the executive team and to the Board. The Board believes that its membership should continue to reflect a diversity of gender, race, ethnicity, age, sexual orientation and gender identity and is committed to actively seeking women and minority candidates for the pool from which director candidates are chosen in support of the Board's commitment to diversity. The following table contains aggregate information regarding certain self-identified characteristics of our U.S. employees and directors:
U.S. Employees and Directors (a)
Board of DirectorsCompany-wideFrontlineProfessional/ SupervisorySenior Professional/ LeadersSenior Leaders
Female3 32,925 28,845 2,772 1,228 80 
Male10 50,629 44,800 3,481 2,184 164 
Asian— 10,281 8,775 826 661 19 
American Indian/Alaska Native— 353 321 24 7 1 
Black/African American2 12,086 10,976 853 243 14 
Hispanic/Latino— 14,486 13,077 1,082 315 12 
Hawaiian/Pacific Island— 2,094 1,930 131 32 1 
Not disclosed— 1,541 1,356 123 59 3 
Two or more races— 1,650 1,471 131 43 5 
Aboriginal/VisMin Canadian — 3 3 — — — 
White11 41,060 35,736 3,083 2,052 189 
(a) Diversity representation data is for U.S. workforce only, excluding employees on leave and those directly employed by United subsidiaries, as of December 31, 2022. Diversity tracking is prohibited by law in some international locations. Numbers may not sum due to rounding.
Connecting People. Uniting the World: The following programs, policies and initiatives encompass some of the objectives and measures that we continue to focus on as part of our human capital management strategy:
•Workplace Safety: At United, safety is first in everything we do and is our first core4 service standard. We are focused on promoting our safety culture to ensure that every employee across the Company holds each other to the highest safety standards. Our comprehensive, formalized approach to managing the safety of everyone at the Company is through our enterprise-wide Safety Management System ("SMS"), which is governed by the Company's Chief Executive Officer, is implemented, overseen and cascaded by the Company's Corporate Safety team and is delivered by divisional teams with regular training and monitoring. The SMS helps us assure that we are adhering to our safety standards, communicating those standards across all of our divisions and departments and identifying safety hazards. The SMS also confirms that our safety risk mitigations are working properly (mainly through audits). We have also established a "United Safety Excellence Program" that recognizes United locations with exceptional safety performance and commitments to safety. As of December 31, 2022, we have certified 35 United locations, which is aligned with our certifications pre-COVID-19 pandemic.
In addition, the Company has onsite clinic locations in four of its hubs that provide care to active employees, including, but not limited to, services related to occupational injury, Company-directed exams, acute care for personal illness, pre-employment exams, travel immunizations and the Occupational Safety and Health Administration ("OSHA") audiometric testing. For all other locations, United has partnered with third-party clinics to provide such services. Additionally, the Company actively follows the recommendations of the CDC and since the start of the COVID-19 pandemic, the Company has implemented additional safety measures in compliance with CDC guidelines.
The Board, including through its Public Responsibility Committee, provides oversight of the Company's policies, positioning and practices concerning various broad public policy issues, including those that relate to safety and public health (including workplace and customer safety and security), and the full Board is provided with a safety update at every Board meeting.
11
•Diversity, Equity and Inclusion ("DEI"): At United we are on a mission to become the best airline in the history of aviation and change the face of the aviation industry by creating pathways for a more diverse, equitable and inclusive workplace. To achieve this goal, we must ensure that our airline, team members, practices and our policies reflect our global customer base and the communities we serve. Our DEI strategy is centered around transforming the future of aviation in the following ways:
◦creating greater awareness, access and opportunities for underrepresented groups to create long, lucrative careers at United;
◦growing our uniquely inclusive culture;
◦offering a more accessible and culturally sensitive travel experience for all of our customers;
◦empowering our communities; and
◦modeling active leadership to build a strong pipeline for business diversity.
We are making progress in diversifying our leadership and key talent pipelines, including pilots and technicians, and we are holding ourselves accountable by setting goals tied to our executive compensation plans. Our comprehensive approach to sustainable progress includes building customized strategies for each functional area of our business to attract, develop and support diverse talent in the advancement of their careers at United.
In 2022, our new hire representation of women and people of color in management and administrative roles was higher by approximately 5% and 9%, respectively, when compared to beginning of year representation. A key contributing factor to this growth was setting a goal to have 90% of interview slates include a diverse set of candidates. In 2022, we also increased representation at the officer level where 60% of officer promotions were women and 40% were people of color. Our highly engaged employee-led Business Resource Groups ("BRG") are also helping to drive our strategies and grow our inclusive culture. Our 44 BRG chapters with 2022 memberships totaling approximately 27,000 memberships worldwide build cultural awareness and allyship for the various communities they represent—Black, LGBTQ+, multicultural, multigenerational, people with disabilities, veterans, women, and working parents and caregivers. Each of our eight BRGs is sponsored by a member of our executive team.
In the summer of 2021, United opened the United Aviate Academy (the "Academy") with a goal for at least half of the pilot graduates to be women or people of color. Since April 2021, we have received approximately 20,000 applications. The Academy has completed its first full year of operations with the inaugural graduating class in January 2023. Students enrolled in the first year of operation were 43% women and 74% people of color. The Academy is designed to set its graduates up for a career that reflects United's high standard of professionalism and deep commitment to delivering a safe, caring, dependable and efficient travel experience.
Not only does the Academy publicly establish our commitment to diversity, but our partnerships for pilot recruiting at three Historically Black Colleges and Universities ("HBCUs") enable us to support organizations that have a long history of serving underrepresented communities. The Academy's pilot recruiting program provides a new and effective path to a United flight deck and partnering with HBCUs gives United the opportunity to further our efforts to diversify our employee base and flight decks. Elizabeth City State University, Hampton University and Delaware State University are the core of the Academy's commitment to HBCUs.
We are also enhancing awareness and access for underrepresented groups to careers as aircraft maintenance technicians through Calibrate, our new in-house apprenticeship program launched in November 2022. We plan to train more than 1,000 new technicians by 2026, with a goal of at least half being women or people of color. Our first cohort was comprised of 80% people of color. In the 36-month program, apprentices will gain the skills and knowledge to obtain their A&P Certificate, including hands-on and classroom training and mentorship alongside United's experienced technicians. Calibrate plans to expand to over a dozen locations in 2023, will be open to United's global employee base and external candidates and will be key in helping United achieve its goal of hiring 7,000 maintenance technicians by 2026.
Through our skills-first hiring approach, we are prioritizing a focus on the skills, capabilities and talent a candidate brings to the table rather than categorically excluding talent for not having a four-year college degree.
•We are one of over 60 leading employers who have partnered with OneTen, an organization focused on addressing the racial wealth gap through skills-first hiring. We have committed to doing our part to help the organization lead the upskilling, hiring and promotion of one million Black people without a four-year college degree into family-sustaining careers over the next 10 years. Since joining, United has hired over 2,000 employees that contribute to our partnership commitment with OneTen.
12
•We host two cohorts of students each year with our talent partner Year Up, a nonprofit that empowers young, talented professionals to move into careers in a single year by providing technical and professional skills training for entry-level roles and connecting them with their first corporate experience. This helps build skills and experiences that will empower them to reach their potential, while giving hiring managers access to a motivated, diverse talent pipeline. Last year, we set a goal that 80% of each cohort would be hired as United team members and we exceeded that goal in August 2022 with 100% of our cohort being hired and on the path to a long, lucrative career as highly engaged team members.
Pay equity is a key tenet of our rewards strategy because it promotes an environment in which all employees feel valued and respected. In 2021, we disclosed that we have achieved near-perfect pay equity for employees of all genders and races performing comparable work across our U.S. operations. In 2022, we continued our commitment to conducting annual reviews of our pay practices, including among managers, to maintain pay equity.
Our commitment to diversity and empowerment extends from our workforce and continues in our relationships with our suppliers as we recognize that we can meet our business needs while supporting economic growth in marginalized communities. In 2021, we announced our aspiration to become a member of the Billion Dollar Roundtable ("BDR"), a group of corporations recognized for spending at least $1 billion annually with diverse-owned businesses. We have built a strong foundation to keep us on track and are working to improve the rate of inclusion for diverse-owned businesses in our supply chain. In 2022, we more than doubled our spend with diverse and women-owned businesses and added more than 80 new diverse suppliers to our supply chain.
•Board Oversight: Our Board, assisted by several of its committees, plays a key role in the strategic oversight of management regarding the development, implementation and effectiveness of the Company's policies and strategies relating to human capital management. For instance, the Board's Executive Committee oversees and reviews significant human capital strategies, including culture, talent management and DEI matters, and the Board's Public Responsibility Committee reviews and monitors the development and implementation of the Company's DEI and strategic goals and objectives. Many of our Board members have experience overseeing workforce issues as CEOs and presidents of other companies or organizations. The Compensation Committee also engages an independent compensation and benefits consulting firm to help evaluate our executive compensation and benefit programs and to provide benchmarking against a group of peer companies, including peers within the airline industry.
•Career Growth and Development and Succession Planning: We offer a broad range of professional training and education for the career advancement and leadership development of our employees. In 2022, about 90% of our senior leader positions filled were internal placements and 513 frontline employees were promoted into management roles, almost three times as many as the prior year. Our key leadership development programs include structured nomination programs for high potential leaders with a focus on diverse representation and opportunities for all employees to develop their careers. Rise and LEAD are 6-month targeted programs for high-potential directors, senior managers and managers who are focused on developing strategic thinking, innovation, business acumen and executive presence skills, including through executive coaching and action learning projects. The Airport Operations Leadership Academy provides development opportunities for all employees and supports United's goal to build a robust, diverse leadership talent pipeline. The Airport Operations Leadership Academy provides courses, experiential learning and mentoring that can lead to certification in technical, technology and leadership skills. Our commitment to mentoring and sponsorship is reflected in several programs implemented through BRGs, departments such as Inflight and Airport Operations and the Academy. Succession planning provides us the opportunity to evaluate our key successors, create curated development plans for them and align on gaps to begin the process of proactively identifying external talent for director and above positions. Executives engage in succession planning by continuously evaluating, developing and mentoring our high potential talent and providing them with advancement opportunities to ensure they are prepared when executive and management positions become available. The Board also engages in annual succession planning and talent development discussions with our Chief Executive Officer, focusing on our ability to identify, attract, prepare and retain talented employees for future leadership positions.
•Employee Engagement: We routinely conduct confidential employee engagement surveys of our global workforce, which provide feedback on employee satisfaction and engagement and cover a variety of topics such as company culture, safety and values, execution of our strategy, diversity, equity and inclusion and individual development, among others. Survey results are reviewed by our executive team, who analyze opportunities for progress both at a company level as well as at a function level. Individual managers also use survey results to implement actions and activities intended to increase the well-being of our employees. We believe that our employee engagement initiatives, competitive pay and benefit programs and career growth and development opportunities help increase employee satisfaction and tenure and reduce voluntary turnover.
13
•Talent and Pay: While our rewards package for most of our employees is defined by our collective bargaining agreements, it includes competitive base pay, travel privileges and other comprehensive benefits, including health, wellness and retirement programs for all our employees, including part-time employees. We also review both industry and local market data at least annually to identify trends and market gaps in order to maintain the competitiveness of our compensation and employee benefit programs. With respect to executives, a substantial proportion of their total rewards is variable, at-risk pay that is based on Company performance and delivered in the form of equity, supporting alignment over the long term between our executives and our shareholders. We align our executives' long-term equity compensation with our shareholders' interests by linking realizable pay with stock performance. In addition, the Company has performance-based compensation programs for other management employee leaders, including managers, supervisors and team leads.
•Collective Bargaining Agreements: Collective bargaining agreements between the Company and its represented employee groups are negotiated under the Railway Labor Act ("RLA"). Such agreements typically do not contain an expiration date and instead specify an amendable date, upon which the agreement is considered "open for amendment." The following table reflects the Company's represented employee groups, the number of employees per represented group, union representation for each employee group, and the amendable date for each employee group's collective bargaining agreement as of December 31, 2022:
Employee
Group		Number of EmployeesUnionAgreement Open for Amendment
United Airlines, Inc.:
Flight Attendants 23,065Association of Flight Attendants (the "AFA")August 2021
Fleet Service15,088International Association of Machinists and Aerospace Workers (the "IAM")December 2021
Pilots13,831Air Line Pilots AssociationJanuary 2019
Passenger Service11,649IAMDecember 2021
Technicians8,499International Brotherhood of Teamsters (the "IBT")December 2022
Storekeepers965IAMDecember 2021
Dispatchers 393Professional Airline Flight Control Association (the "PAFCA")December 2024
Fleet Tech Instructors180IAMDecember 2021
Load Planners69IAMDecember 2021
Security Officers45IAMDecember 2021
Maintenance Instructors42IAMDecember 2021
United Ground Express, Inc.:
Passenger Service 4,480IAMMarch 2025
In November 2022, United dispatchers represented by the PAFCA voted to ratify a two-year contract extension. In January 2023, United and the IBT ratified an extension to its labor contract. The agreement becomes amendable in December 2024 and includes a one-year early opener that allows for bargaining on a successor agreement to begin in December 2023.
•Additional Information: See our report at crreport.united.com, for additional information on our human capital management programs, initiatives and measures. We are committed to transparency and accountability as we work to better reflect the diversity of the communities we serve in all areas of our business and, to track our progress, have committed to sharing our U.S. workforce demographic data by self-identified race, ethnicity and gender on an annual basis on our website. The information contained on or connected to the Company's website is not incorporated by reference into this Form 10-K and should not be considered part of this or any other report filed with the SEC.
Industry Regulation
Airlines are subject to extensive domestic and international regulatory oversight. The following discussion summarizes the principal elements of the regulatory framework applicable to our business. Regulatory requirements, including but not limited
14
to those discussed below, affect our operations and increase our operating costs, and future regulatory developments may continue to do the same. In addition, should any of our governmental authorizations or certificates be modified, suspended or revoked, our business and competitive position could be materially adversely affected. See Part I, Item 1A. Risk Factors—"The airline industry is subject to extensive government regulation, which imposes significant costs and may adversely impact our business, operating results and financial condition" for additional information on the material effects of compliance with government regulations.
Domestic Regulation. All carriers engaged in air transportation in the United States are subject to regulation by the DOT. Absent an exemption, no air carrier may provide air transportation of passengers or property without first being issued a DOT certificate of public convenience and necessity. The DOT also grants international route authority, approves international codeshare arrangements and regulates methods of competition. The DOT regulates consumer protection and maintains jurisdiction over advertising, denied boarding compensation, tarmac delays, baggage liability and other areas and may add additional expensive regulatory burdens in the future. The DOT has launched investigations or claimed rulemaking authority to regulate commercial agreements among carriers or between carriers and third parties in a wide variety of contexts.
Airlines are also regulated by the Federal Aviation Administration (the "FAA"), an agency within the DOT, primarily in the areas of flight safety, air carrier operations and aircraft maintenance and airworthiness. The FAA issues air carrier operating certificates and aircraft airworthiness certificates, prescribes maintenance procedures, oversees airport operations and regulates pilot and other employee training. From time to time, the FAA issues directives that require air carriers to inspect, modify or ground aircraft and other equipment, potentially causing the Company to incur substantial, unplanned expenses. The airline industry is also subject to numerous other federal laws and regulations. The U.S. Department of Homeland Security ("DHS") has jurisdiction over virtually every aspect of civil aviation security. The Antitrust Division of the U.S. Department of Justice ("DOJ") has jurisdiction over certain airline competition matters. The U.S. Postal Service has authority over certain aspects of the transportation of mail by airlines. Labor relations in the airline industry are generally governed by the RLA, a federal statute. The Company is also subject to investigation inquiries by the DOT, FAA, DOJ, DHS, the U.S. Food and Drug Administration ("FDA"), the U.S. Department of Agriculture ("USDA"), Centers for Disease Control and Prevention ("CDC"), OSHA and other U.S. and international regulatory bodies.
Airport Access. Access to landing and take-off rights, or "slots," at several major U.S. airports served by the Company are subject to government regulation. Federally-mandated domestic slot restrictions that limit operations and regulate capacity currently apply at three airports: Reagan National Airport in Washington, D.C., and John F. Kennedy International Airport and LaGuardia Airport in the New York City metropolitan region. Additional restrictions on takeoff and landing slots at these and other airports may be implemented in the future and could affect the Company's rights of ownership and transfer as well as its operations.
Legislation. The airline industry is subject to legislative actions (or inactions) that may have an impact on operations and costs. In 2018, the U.S. Congress approved a five-year reauthorization for the FAA that will expire in September 2023. Discussions in connection with the reauthorization could include a wide range of tax and policy issues. Potential policy changes for consideration could include airline customer service requirements, aviation safety, investments in FAA staffing and resources, advancements in improving air traffic control ("ATC") technology, labor requirements and managing new entrants in the National Air Space. These issues could impact the Company and larger airline industry. Congressional action on reauthorization is expected to occur after the September 2023 expiration date, and in that case, Congress will likely pass an extension of current law to prevent any lapse in taxing authority.
International Regulation. International air transportation is subject to extensive government regulation. In connection with the Company's international services, the Company is regulated by both the U.S. government and the governments of the foreign countries or regions the Company serves. In addition, the availability of international routes to U.S. carriers is regulated by aviation agreements between the U.S. and foreign governments and in some cases, fares and schedules require the approval of the DOT and/or the relevant foreign governments.
Legislation. Foreign countries are increasingly enacting passenger protection laws, rules and regulations that meet or exceed U.S. requirements. In cases where this activity exceeds U.S. requirements, additional burden and liability may be placed on the Company. Certain countries have regulations requiring passenger compensation from the Company and/or enforcement penalties in addition to changes in operating procedures due to overbooked, canceled or delayed flights.
Airport Access. Historically, access to foreign routes has been tightly controlled through bilateral agreements between the U.S. and each foreign jurisdiction involved. These agreements regulate the routes served, the number of carriers allowed to serve each route and the frequency of carriers' flights. Since the early 1990s, the U.S. has pursued a policy of "Open Skies" (meaning all U.S. and foreign carriers have access to the destination) under which the U.S. government has negotiated a number of bilateral agreements allowing unrestricted access between U.S. and foreign points. Currently, there are more than 100 Open Skies agreements in effect. However, even with Open Skies, many of the airports that the Company serves in Africa, the Middle
15
East, Asia/Pacific, Europe, and Latin America maintain slot controls. A large number of these slot controls exist due to congestion, environmental and noise protection and reduced capacity due to runway and ATC construction work, among other reasons.
The Company's ability to serve some foreign routes and expand into certain others is limited by the absence of aviation agreements between the U.S. government and the relevant foreign governments. Shifts in U.S. or foreign government aviation policies may lead to the alteration or termination of air service agreements. Depending on the nature of any such change, the value of the Company's international route authorities and slot rights may be materially enhanced or diminished. Similarly, foreign governments control their airspace and can restrict our ability to overfly their territory, which may enhance or diminish the value of the Company's existing international route authorizations and slot rights.
Epidemics or pandemics, such as the COVID-19 pandemic, may cause governments to restrict entry of passengers and/or to impose health management rules which can include vaccinations, boosters, testing, quarantine upon arrival, health declarations and temperature screens, among others. Such requirements may result in reduced demand for travel in certain circumstances and may cause the Company to suspend certain international services. Although certain governments may grant waivers for limited periods that allow the Company to maintain existing slot rights and route authorizations while not operating at a particular foreign point, waivers are not guaranteed.
Environmental Regulation. The airline industry is subject to increasingly stringent federal, state, local and international environmental regulations, including those regulating emissions to air, water discharges, safe drinking water and the use and management of hazardous substances and wastes. The Company endeavors to comply with all applicable environmental regulations.
Climate Change. As outlined above, the Company's commitment to becoming a more environmentally sustainable company extends beyond seeking to comply with regulatory requirements. At the same time, efforts to reduce carbon emissions through environmental sustainability legislation and regulation, or non-binding standards or accords, is an increased focus of global, national and regional regulators. A policy to regulate GHG emissions from aviation known as the European Union ("EU") Emission Trading System ("ETS") was adopted in 2009, but applicability to flights arriving at or departing from airports outside the EU has been postponed several times. In December 2017, the European Parliament voted to extend exemptions for extra-EU flights until December 2023 in order to align with the completion of the pilot phase of the International Civil Aviation Organization's ("ICAO") Carbon Offsetting and Reduction Scheme for International Aviation ("CORSIA"). More recently, the European Parliament and Council reached a provisional agreement to extend exemptions for extra-EU flights from 2023 to 2027. The extension of EU ETS to extra-EU flights could still occur in future years, depending on the EU government's assessment of the effectiveness of CORSIA. CORSIA, which was adopted in October 2016, is intended to create a single global market-based measure to achieve carbon-neutral growth for international aviation, through airline purchases of eligible carbon offset credits and the use of eligible sustainable fuels. The unprecedented nature of the COVID-19 pandemic prompted ICAO to include only 2019 emissions (as opposed to the originally planned average of 2019-20 emissions) as the baseline upon which offsetting obligations would be calculated for the pilot phase (2021-23) of the scheme. At the conclusion of the 2022 ICAO Assembly's 41st Session in October 2022, the ICAO Assembly passed a resolution establishing the baseline for the subsequent phases of CORSIA at 85% of 2019 emissions. This decision is expected to substantially increase United's anticipated CORSIA compliance costs as compared to a 2019-only baseline, although the exact mechanism by which CORSIA will be implemented domestically is currently unknown. Certain CORSIA program aspects could also potentially be affected by the results of the pilot phase of the program, and thus the impact of CORSIA cannot be fully predicted. Domestically, in December 2020, the U.S. Environmental Protection Agency ("EPA") adopted its own aircraft and aircraft engine GHG emissions standards, which are aligned with the 2017 ICAO airplane CO2 emission standards. In June 2022, the same standards were proposed by the FAA, the agency responsible for enforcing the standard at the time of aircraft certification, and are awaiting a final rule.
The Company believes that policies that incentivize the production of SAF, such as the passage of tax credit incentives for the production of SAF in the IRA, or economy-wide carbon prices or taxes, will enable the Company to decarbonize its operations more cost efficiently than a patchwork of regulatory requirements on aviation, particularly those that require airlines to reduce flights or impose the cost of transitioning to low-carbon alternatives disproportionately on airlines. The Company lauded the U.S. government's passage of the IRA and will continue to work with policymakers to adopt policies that incentivize the production of SAF to allow the industry to transition to a lower carbon future. In addition, while the Company is resolute in attaining its mid-term and long-term climate goals without relying on voluntary use of traditional carbon offsets, the Company may be subject to future regulatory requirements that require the purchase of carbon offsets, which may expose the Company to additional costs associated with the procurement of offsets or limited supply in the carbon offsets market. The Company believes that policies that incentivize in-sector emissions reductions, rather than carbon offset purchases, will better support the industry's transition to a lower carbon future.
16
Other Regulations. Our operations are subject to a variety of other environmental laws and regulations both in the United States and internationally. These include noise-related restrictions on aircraft types and operating times and state and local air quality initiatives which have resulted, or could in the future result in curtailments in services, increased operating costs, limits on expansion, or further emission reduction requirements. Certain airports and/or governments, both domestically and internationally, either have established or are seeking to establish environmental fees and other requirements applicable to carbon emissions, local air quality pollutants and/or noise. The implementation of these requirements is expected to result in restrictions on mobile sources of air pollutants such as cars, trucks and airport ground support equipment in corresponding locations.
Various states have passed legislation restricting the use of Class B fire-fighting foam agents that contain intentionally added per- and polyfluoroalkyl substances ("PFAS"), which are requiring the Company to continue to incur costs to convert existing fixed foam fire suppression systems to accommodate PFAS-free firefighting foam agents. In addition, the EPA has developed the PFAS Strategic Roadmap, which includes regulatory actions across a wide spectrum of its statutory authorities, including the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act, the Clean Water Act, the Toxic Substances Control Act and the Safe Drinking Water Act. In August 2022, EPA proposed to designate two PFAS substances, perfluorooctanoic acid (“PFOA”) and perfluorooctanesulfonic acid (“PFOS”) as hazardous substances under CERCLA. The proposed rule would authorize the EPA to order cleanup actions and hold responsible parties liable under CERCLA's joint and several liability scheme. The proposed rule would also require the Company to immediately report releases that meet or exceed the reportable quantity of PFOA or PFOS to the EPA and any other applicable state and local agencies. The Company expects these broad regulatory policies will increase the risk of incurring remediation costs and/or liabilities at current and former locations at which the Company currently or historically used fire-fighting foam agents containing PFOA, PFOS or other PFAS substances. To mitigate these risks, the Company is working to remove PFAS-containing fire-fighting foam from its hangars and other assets through a phased retrofit/replacement strategy, and is committed to transitioning to PFAS-free materials for fire suppression. Finally, environmental cleanup laws could require the Company to undertake (or subject the Company to liability for costs associated with) investigation and remediation actions at certain owned or leased locations or third-party disposal locations. Because PFOA, PFOS and other PFAS substances are expected to be regulated under CERCLA and have been regulated other environmental cleanup laws, the Company may become subject to potential liability for its historic usage of PFAS-containing materials, although such potential liability is not expected to be significant. Until the applicability of new regulations to our specific operations is better defined and/or until pending regulations are finalized, future costs to comply with such regulations will remain uncertain but are likely to increase our operating costs over time.
While the Company is required to comply with numerous applicable environmental regulations, the Company believes that these regulations and programs, including the pilot phase of CORSIA, EPA regulations regarding PFAS and GHG emissions, and other existing environmental regulations, are not reasonably likely to have a material effect on the Company's results or competitive position. However, the precise nature of future requirements and their applicability to the Company are difficult to predict, and the financial impact to the Company and the aviation industry could be significant.
Information about Our Executive Officers
Below is a list of the Company's executive officers as of the date hereof, including their name, office(s) held and age.
NamePositionAge
Torbjorn (Toby) J. EnqvistExecutive Vice President and Chief Operations Officer51
Kate GeboExecutive Vice President Human Resources and Labor Relations54
Brett J. HartPresident53
Gregory L. HartExecutive Vice President and Chief Growth Officer57
Linda P. JojoExecutive Vice President and Chief Customer Officer57
J. Scott KirbyChief Executive Officer55
Gerald LadermanExecutive Vice President and Chief Financial Officer65
Andrew NocellaExecutive Vice President and Chief Commercial Officer53
Set forth below is a description of the background of each of the Company's executive officers. Executive officers are elected by UAL's Board for an initial term that continues until the first Board meeting following the next Annual Meeting of Shareholders and thereafter, are elected for a one-year term or until their successors have been chosen, or until their earlier death, resignation or removal. Executive officers serve at the discretion of the Board. Unless otherwise stated, employment is by UAL and United. There are no family relationships between any executive officer or director of UAL.
17
Torbjorn (Toby) J. Enqvist. Mr. Enqvist has served as Executive Vice President and Chief Operations Officer of UAL and United since July 2022. From June 2021 to July 2022, he served as Executive Vice President and Chief Customer Officer of UAL and United. From August 2018 to May 2021, he served as Senior Vice President and Chief Customer Officer of UAL and United. From December 2017 to August 2018, he served as Senior Vice President of Network Operations and Customer Solutions of UAL and United. From July 2017 to December 2017, he served as Senior Vice President of Customer Solutions and Recovery of UAL and United. From December 2015 to June 2017, he served as Vice President Hubs Domestic & International Line Stations. From January 2014 to November 2015, he served as Vice President Project Quality. From November 2011 to December 2013, he served as Vice President Newark Hub. From January 2010 to October 2011, he served as Vice President Security & Environment Affairs. Mr. Enqvist joined Continental Airlines, Inc. ("Continental") in 1996.
Kate Gebo. Ms. Gebo has served as Executive Vice President Human Resources and Labor Relations of UAL and United since December 2017. From November 2016 to November 2017, Ms. Gebo served as Senior Vice President, Global Customer Service Delivery and Chief Customer Officer of United. From October 2015 to November 2016, Ms. Gebo served as Vice President of the Office of the Chief Executive Officer of United. From November 2009 to October 2015, Ms. Gebo served as Vice President of Corporate Real Estate of United.
Brett J. Hart. Mr. Hart has served as President of UAL and United since May 2020. From March 2019 to May 2020, he served as Executive Vice President and Chief Administrative Officer of UAL and United. From May 2017 to March 2019, he served as Executive Vice President, Chief Administrative Officer and General Counsel of UAL and United. From February 2012 to May 2017, he served as Executive Vice President and General Counsel of UAL and United. Mr. Hart served as acting Chief Executive Officer and principal executive officer of the Company, on an interim basis, from October 2015 to March 2016. From December 2010 to February 2012, he served as Senior Vice President, General Counsel and Secretary of UAL, United and Continental. From June 2009 to December 2010, Mr. Hart served as Executive Vice President, General Counsel and Corporate Secretary at Sara Lee Corporation, a consumer food and beverage company. From March 2005 to May 2009, Mr. Hart served as Deputy General Counsel and Chief Global Compliance Officer of Sara Lee Corporation.
Gregory L. Hart. Mr. Hart has served as Executive Vice President and Chief Growth Officer of UAL and United since May 2022. From January 2022 to May 2022, he served as Executive Vice President United Next of UAL and United. From June 2020 to January 2022, he served as Executive Vice President, Strategy and Planning of UAL and United. From February 2014 to May 2020, he served as Executive Vice President and Chief Operations Officer of UAL and United. From December 2013 to February 2014, he served as Senior Vice President Operations of UAL and United. From October 2012 to December 2013, he served as Senior Vice President Technical Operations of United. From October 2010 to September 2012, he served as Senior Vice President Network of United and Continental. From September 2008 to September 2010, he served as Vice President Network of Continental. Mr. Hart joined Continental in 1997.
Linda P. Jojo. Ms. Jojo has served as Executive Vice President and Chief Customer Officer of UAL and United since July 2022. From June 2017 to July 2022, she served as Executive Vice President Technology and Chief Digital Officer of UAL and United. From November 2014 to June 2017, she served as Executive Vice President and Chief Information Officer of UAL and United. From July 2011 to October 2014, she served as Executive Vice President and Chief Information Officer of Rogers Communications, Inc., a Canadian communications and media company. From October 2008 to June 2011, she served as Chief Information Officer of Energy Future Holdings, a Dallas-based privately held energy company and electrical utility provider.
J. Scott Kirby. Mr. Kirby has served as Chief Executive Officer of UAL and United since May 2020. Mr. Kirby served as President of UAL and United from August 2016 to May 2020. Prior to joining the Company, from December 2013 to August 2016, Mr. Kirby served as President of American Airlines Group and American Airlines, Inc. Mr. Kirby also previously served as President of US Airways from October 2006 to December 2013. Mr. Kirby held significant other leadership roles at US Airways and at America West prior to the 2005 merger of those carriers, including Executive Vice President—Sales and Marketing (2001 to 2006); Senior Vice President, e-business (2000 to 2001); Vice President, Revenue Management (1998 to 2000); Vice President, Planning (1997 to 1998); and Senior Director, Scheduling and Planning (1995 to 1998). Prior to joining America West, Mr. Kirby worked for American Airlines Decision Technologies and at the Pentagon.
Gerald Laderman. Mr. Laderman has served as Executive Vice President and Chief Financial Officer of UAL and United since August 2018. Mr. Laderman served as Senior Vice President Finance, Procurement and Treasurer for UAL and United from 2013 to August 2015, and again from August 2016 to May 2018. Mr. Laderman additionally was acting Chief Financial Officer from August 2015 to August 2016 and from May 2018 to August 2018. Mr. Laderman served as Senior Vice President Finance and Treasurer for the Company from 2010 to 2013. From 2001 to 2010, Mr. Laderman served as Senior Vice President of Finance and Treasurer for Continental. Mr. Laderman joined Continental in 1988 as senior director legal affairs, finance and aircraft programs.
18
Andrew Nocella. Mr. Nocella has served as Executive Vice President and Chief Commercial Officer of UAL and United since September 2017. From February 2017 to September 2017, he served as Executive Vice President and Chief Revenue Officer of UAL and United. Prior to joining the Company, from August 2016 to February 2017, Mr. Nocella served as Senior Vice President, Alliances and Sales of American Airlines, Inc. From December 2013 to August 2016, he served as Senior Vice President and Chief Marketing Officer of American Airlines, Inc. From August 2007 to December 2013, he served as Senior Vice President, Marketing and Planning of US Airways.
19
ITEM 1A.    RISK FACTORS.
Any of the risks and uncertainties described below could significantly and negatively affect our business operations, financial condition, operating results (including components of our financial results), cash flows, prospects, reputation or credit ratings, which could cause the trading price of our common stock to decline significantly. Additional risks and uncertainties that are not presently known to us, or risks that we currently consider immaterial, could also impair our business operations, financial condition, operating results, cash flows, prospects, reputation or credit ratings.
Strategic and Business Development Risks
We may not be successful in executing elements of our strategic operating plan, which may have a material adverse impact on our business, financial results and market capitalization.
In June 2021, the Company announced its United Next plan, including initial firm orders of 270 aircraft, retrofitting plans and plans to increase mainline daily departures and available seats across the Company's North American network. In developing our United Next plan, we made certain assumptions including, but not limited to, those related to the duration and scope of the impacts from the COVID-19 pandemic, customer demand (in light of the COVID-19 pandemic, inflation and changing economic conditions), fuel costs, delivery of aircraft, labor market constraints and related costs, supply chain constraints, inflationary pressures, voluntary or mandatory groundings of aircraft, our regional network, competition, market consolidation and other macroeconomic and geopolitical factors. Actual conditions may be different from our assumptions and could cause the Company to adjust its strategic operating plan. In addition, we cannot provide any assurance that we will be able to successfully execute our strategic plan, our strategic plan will not result in additional unanticipated costs, the growth that we anticipate will occur through execution of our strategic plan will not exacerbate any other risk described in this Form 10-K (especially relating to fuel costs, the impact of inflationary pressures, our supply chain or our ability to attract, train and retain talent), our suppliers will timely provide adequate products or support for our products (including delivery of aircraft) or our strategic plan will result in improvements in future financial performance. If we do not successfully execute our United Next or other strategic plans, or if actual results vary significantly from our expectations, our business, operating results, financial condition and market capitalization could be materially and adversely impacted. The failure to successfully structure our business to meet market conditions could have a material adverse effect on our business, operating results and financial condition.
Changes in the Company's network strategy over time or other factors outside of the Company's control may make aircraft on order less economic for the Company, result in costs related to modification or termination of aircraft orders or cause the Company to enter into orders for new aircraft on less favorable terms, and any inability to accept or integrate new aircraft into the Company's fleet as planned could increase costs or affect the Company's flight schedules.
The Company's orders for new aircraft are typically made years in advance of actual delivery of such aircraft, and the financial commitment required for purchases of new aircraft is substantial. As a result of our network strategy changing or our demand expectations not being realized, our preference for the aircraft that we previously ordered may decrease; however, the Company may be responsible for material liabilities to its counterparties if it were to attempt to modify or terminate any of its existing aircraft order commitments and our financial condition could be adversely impacted. These risks are heightened as a result of the Company's United Next orders in the second quarter of 2021 and the fourth quarter of 2022. Additionally, the Company may have a need for additional aircraft that are not available under its existing orders and may seek to acquire aircraft from other sources, such as through lease arrangements, which may result in higher costs or less favorable terms, or through the purchase or lease of used aircraft. The Company may not be able to acquire such aircraft when needed on favorable terms or at all.
Furthermore, if, for any reason, the Company is unable or does not want to accept deliveries of new aircraft or integrate such new aircraft into its fleet as planned, the Company may face higher financing and operating costs than planned or litigation risks, or be required to seek extensions of the terms for certain leased aircraft or otherwise delay the exit of other aircraft from its fleet. Unanticipated extensions or delays may require the Company to operate existing aircraft beyond the point at which it is economically optimal to retire them, resulting in increased maintenance costs, or reductions to the Company's schedule, thereby reducing revenues.
The imposition of new tariffs, or any increase in existing tariffs, on the importation of commercial aircraft that the Company orders may also result in higher costs.
Failure to effectively manage acquisitions, divestitures, investments, joint ventures and other portfolio actions could adversely impact our operating results. In addition, any businesses or assets that we acquire in the future increase our exposure to unknown liabilities or other issues and also may underperform as compared to expectations.
20
Although we are committed to reducing our debt over the long term, an important part of the Company's strategy to expand its global network has included making significant investments, both domestically and in other parts of the world, including in other airlines and other aviation industry participants, producers of SAF and manufacturers of electric and other new generation aircraft. The Company plans to continue to make additional investments through its corporate venture capital arm, UAV. However, increased competition in forming and maintaining relationships with other airlines (since there are a limited number of potential arrangements and other airlines and industry participants seek to enter into similar relationships) may make it difficult for the Company to complete strategic investments on commercially reasonable terms or at all.
These investments are inherently risky and may not be successful. Future revenues, profits and cash flows of these and future investments and repayment of invested or loaned funds may not materialize due to safety concerns, regulatory issues, supply chain constraints or other factors beyond our control. Where we acquire debt or equity securities as all or part of the consideration for business development activities, such as in connection with a joint venture, the value of those securities will fluctuate and may depreciate in value. We may not control the companies in which we make investments, and as a result, we will have limited ability to determine their management, operational decisions, internal controls and compliance and other policies, which can result in additional financial and reputational risks. Further, acquisitions and investments create exposure to assumed litigation and unknown liabilities, as well as undetected internal control, regulatory compliance or other issues, or additional costs not anticipated at the time the transaction was completed, and our due diligence efforts may not identify such liabilities or issues, or they may not be disclosed to us.
From time to time we also divest assets. We may not be successful in separating any such assets, and losses on the divestiture of, or lost operating income from, such assets may adversely affect our earnings. Any divestitures also may result in continued financial exposure to the divested businesses following the transaction, such as through guarantees or other financial arrangements or potential litigation.
In addition, we may incur asset impairment charges related to acquisitions, divestitures, investments or joint ventures that reduce our earnings. For example, in 2020, United recorded a full credit loss allowance against the $515 million carrying value of the Term Loan Agreement with, among others, BRW Aviation Holding LLC and BRW Aviation LLC ("BRW"), as guarantor and borrower, respectively, and the related receivable. Moreover, new or revised accounting standards, rules and interpretations could result in changes to the recognition of income and expense that may materially and adversely affect our financial results.
If the execution or implementation of acquisitions, divestitures, investments, joint ventures and other portfolio actions is not successful, it could adversely impact our financial condition, cash flows and results of operations. In addition, due to the Company's substantial amount of debt, there are certain limitations on the Company's business development capacity. Further, pursuing these opportunities may require us to obtain additional equity or debt financing and could result in increased leverage and/or a downgrade of our credit ratings.
Business, Operational and Industry Risks
The COVID-19 pandemic, and related governmental regulations and restrictions, has materially and adversely impacted our business, operating results, financial condition and liquidity. The full extent of the impact will depend on future developments, among other things. If the impacts from the COVID-19 pandemic extend beyond our assumed timelines, our actual results may vary significantly from our expectations.
The COVID-19 pandemic prompted governments and businesses to take unprecedented measures in response that have included international and domestic travel restrictions or advisories, restrictions on business operations, limitations on public gatherings, social distancing recommendations, temporary closures of businesses, remote work arrangements, closures of tourist destinations and attractions as well as quarantine and shelter-in-place orders. As a result, we experienced a precipitous decline in passenger demand and bookings for both business and leisure travel, which had an adverse impact that was material to the Company's business, operating results, financial condition and liquidity and materially disrupted our strategic operating plans. In 2022, the Company saw increasing demand for travel both domestically and internationally; however, as the situation surrounding the COVID-19 pandemic remains fluid, the pandemic has continued to negatively impact travel demand. It remains difficult to reasonably predict the full extent of the ongoing impact of the COVID-19 pandemic on the Company's longer-term operational and financial performance, which will depend on a number of future developments, many of which are outside the Company's control, such as the ultimate duration of and factors impacting the recovery from the pandemic (including the efficacy and speed of vaccination programs in curbing the spread of the virus in different markets, the efficacy and availability of various treatment options, the introduction and spread of new variants of the virus that may be resistant to currently approved vaccines or treatment options and the continuation of existing or implementation of new government travel restrictions), the volatility of aircraft fuel prices, customer behavior and preference changes and whether such changes are temporary or permanent, and fluctuations in demand for air travel, among others. The COVID-19 pandemic, the measures taken in response
21
and related macroeconomic effects may continue to impact many aspects of our business, operating results, financial condition and liquidity in a number of ways, including labor market constraints and related costs (which impact available staffing and therefore the Company's flight schedules and reputation), facility closures and related costs, disruptions to the Company's and its business partners' operations, reduced travel demand and consumer spending, increased fuel and other operating costs (including due to rising inflationary pressures), supply chain constraints, logistics constraints, volatility in the price of our securities, our ability to access capital markets and volatility in the global economy and financial markets generally. If the negative impacts from the COVID-19 pandemic extend beyond our assumed timelines, our actual results may vary significantly from our expectations.
Our level of indebtedness has increased as we managed through the effects of the COVID-19 pandemic and positioned the Company for recovery. As a result of the Company's various financing activities in response to the pandemic, the Company is subjected to more substantial risk of default, cross-default and cross-acceleration in the event of breach of its covenants under such financings. For example, under certain of the Company's credit card processing agreements with financial institutions, the financial institutions in certain circumstances have the right to require that the Company maintain certain cash or other collateral reserves related to advance ticket sales.
It is possible that COVID-19 could exacerbate any of the other risks described in this Form 10-K as well. At this time, we cannot predict the full extent of the negative impact that the COVID-19 pandemic will have on our business, operating results, financial condition, and liquidity.
The Company could experience adverse publicity, harm to its brand, reduced travel demand, potential tort liability and operational restrictions as a result of an accident, catastrophe or incident involving its aircraft or its operations or the aircraft or operations of another airline, which may result in a material adverse effect on the Company's business, operating results or financial condition.
An accident, catastrophe or incident involving an aircraft that the Company operates, or an aircraft or aircraft type that is operated by another airline, or an incident involving the Company's operations, or the operations of another airline, could have a material adverse effect on the Company if such accident, catastrophe or incident created a public perception that the Company's operations, or the operations of its codeshare partners or regional carriers, are not safe or reliable, or are less safe or reliable than other airlines. Further, any such accident, catastrophe or incident involving the Company, its regional carriers or its codeshare partners could expose the Company to significant liability. Although the Company currently maintains liability insurance in amounts and of the type the Company believes to be consistent with industry practice to cover damages arising from any such accident, catastrophe or incident, and the Company's codeshare partners and regional carriers carry similar insurance and generally indemnify the Company for their operations, if the Company's liability exceeds the applicable policy limits or the ability of another carrier to indemnify it, the Company could incur substantial losses from an accident, catastrophe or incident, which may result in a material adverse effect on the Company's business, operating results or financial condition. In addition, any such accident, catastrophe or incident involving the Company, its regional carriers or its codeshare partners could result in operational restrictions on the Company, including voluntary or mandatory groundings of aircraft. Voluntary or involuntary groundings have also impacted, and could in the future impact, the Company's financial results and operations in numerous ways, including reduced revenue, redistributions of other aircraft and deferrals of capital expenditure and other spending. For example, in February 2021, the FAA issued an Emergency Airworthiness Directive regarding certain Boeing 777 Pratt & Whitney powered aircraft, which required the Company to keep more than 50 aircraft out of service until required repairs were made to improve the safety of the engines. A prolonged period of time operating a reduced fleet in these circumstances could result in a material adverse effect on the Company's business, operating results or financial condition.
The global airline industry is highly competitive and susceptible to price discounting and changes in capacity, which could have a material adverse effect on our business, operating results and financial condition.
The airline industry is highly competitive, marked by significant competition with respect to routes, fares, schedules (both timing and frequency), services, products, customer service and frequent flyer programs. Consolidation in the airline industry, the rise of well-funded government sponsored international carriers, changes in international alliances, swaps of landing and slots and the creation of immunized JBAs have altered and are expected to continue to alter the competitive landscape in the industry, resulting in the formation of airlines and alliances with increased financial resources, more extensive global networks and services and competitive cost structures. Open Skies agreements, including the longstanding agreements between the United States and each of the EU, Canada, Japan, Korea, New Zealand, Australia, Colombia and Panama, as well as the more recent agreements between the United States and each of Mexico, Brazil and the UK, may also give rise to better integration opportunities among international carriers. Movement of airlines between current global airline alliances could reduce joint network coverage for members of such alliances while also creating opportunities for JBAs and bilateral alliances that did not exist before such realignment. Further airline and airline alliance consolidations or reorganizations could occur in the future, and other airlines participating in such activities may significantly improve their cost structures or revenue generation
22
capabilities, thereby potentially making them stronger competitors of the Company and impairing the Company's ability to realize expected benefits from its own strategic relationships.
Airlines also compete by increasing or decreasing their capacity, including route systems and the number of destinations served. Several of the Company's domestic and international competitors have increased their international capacity by including service to some destinations that the Company currently serves, causing overlap in destinations served and, therefore, increasing competition for those destinations. This increased competition in both domestic and international markets may have a material adverse effect on the Company's business, operating results and financial condition.
The Company's U.S. operations are subject to competition from traditional network carriers, national point-to-point carriers and discount carriers, including low-cost carriers and ultra-low-cost carriers that may have lower costs and provide service at lower fares to destinations also served by the Company. The significant presence of low-cost carriers and ultra-low-cost carriers, which engage in substantial price discounting, may diminish our ability to achieve sustained profitability on domestic and international routes and has also caused us to reduce fares for certain routes, resulting in lower yields on many domestic markets. Our ability to compete in the domestic market effectively depends, in part, on our ability to maintain a competitive cost structure. If we cannot maintain our costs at a competitive level, then our business, operating results and financial condition could continue to be materially and adversely affected. In addition, our competitors have established new routes and destinations, including some at our hub airports, in light of the expansion opportunities presented by the COVID-19 pandemic, which may compete with our existing routes and destinations and expansion plans.
Our international operations are subject to competition from both foreign and domestic carriers. For instance, competition is significant from government-subsidized competitors from certain Middle East countries. These carriers have large numbers of international widebody aircraft on order and are increasing service to the U.S. from their hubs in the Middle East. The government support provided to these carriers has allowed them to grow quickly, reinvest in their product, invest in other airlines and expand their global presence. We also face competition from foreign carriers operating under "fifth freedom" rights permitted under international treaties that allow certain carriers to provide service to and from stopover points between their home countries and ultimate destinations, including points in the United States, in competition with service provided by us.
Through alliance and other marketing and codesharing agreements with foreign carriers, U.S. carriers have increased their ability to sell international transportation, such as services to and beyond traditional global gateway cities. Similarly, foreign carriers have obtained increased access to interior U.S. passenger traffic beyond traditional U.S. gateway cities through these relationships. In addition, several JBAs among U.S. and foreign carriers have received grants of antitrust immunity allowing the participating carriers to coordinate schedules, pricing, sales and inventory. If we are not able to continue participating in these types of alliance and other marketing and codesharing agreements in the future, our business, operating results and financial condition could be materially and adversely affected.
Our MileagePlus frequent flyer program benefits from the attractiveness and competitiveness of United Airlines as a material purchaser of award miles and the majority recipient for mileage redemption. If we are not able to maintain a competitive and attractive airline business, our ability to acquire, engage and retain customers in the loyalty program may be adversely affected, which could adversely affect the loyalty program's and our operating results and financial condition.
Further, our MileagePlus frequent flyer program also faces significant and increasing direct competition from the frequent flyer programs offered by other airlines, as well as from similar loyalty programs offered by banks and other financial services companies. Competition among loyalty programs is intense regarding customer acquisition incentives, the value and utility of program currency, rewards range and value, fees, required usage, and other terms and conditions of these programs. If we are not able to maintain a competitive frequent flyer program, our ability to attract and retain customers to MileagePlus and United alike may be adversely affected, which could adversely affect our operating results and financial condition.
Substantially all of the Company's aircraft, engines and certain parts are sourced from a limited number of suppliers; therefore, the Company would be materially and adversely affected if it were unable to obtain timely deliveries, additional equipment or support from any of these suppliers.
The Company currently sources substantially all of its aircraft and many related aircraft parts from The Boeing Company ("Boeing") or Airbus S.A.S. ("Airbus"). In addition, our aircraft suppliers are dependent on other suppliers for certain other aircraft parts. Therefore, if the Company is unable to acquire additional aircraft at acceptable prices from Boeing or Airbus, or if Boeing or Airbus fails to make timely deliveries of aircraft (whether as a result of any failure or delay in obtaining regulatory approval or certification for new model aircraft, such as the 737 MAX 10 aircraft, which has not yet been certified, or manufacturing delays or otherwise) or to provide adequate support for its products, including with respect to the aircraft subject to firm orders under our United Next plan, the Company's operations could be materially and adversely affected. The Company is also dependent on a limited number of suppliers for engines and certain other aircraft parts and could, therefore, also be materially and adversely affected in the event of the unavailability or increased cost of these engines and other aircraft parts.
23
Many of our suppliers are experiencing inflationary pressures, as well as disruptions due to the lingering impacts of COVID-19, global supply chain and labor market constraints and related costs. If one or more of our suppliers, our contractors or their subcontractors continue to experience financial difficulties, delivery delays or other performance problems, they may be unable to meet their commitments to us and our financial position, results of operations and cash flows may continue to be adversely impacted.
Disruptions to our regional network and United Express flights provided by third-party regional carriers could adversely affect our business, operating results and financial condition.
While the Company has contractual relationships that are material to its business with various regional carriers to provide regional aircraft service branded as United Express that include contractually agreed performance metrics, each regional carrier is a separately certificated commercial air carrier, and the Company does not control the operations of these carriers. A number of factors may impact the Company's regional network, including weather-related effects, seasonality, equipment or software failures and cybersecurity attacks and any significant declines in demand for air travel services, including as a result of the COVID-19 pandemic.
In addition, the decrease in qualified pilots driven primarily by changes to federal regulations has adversely impacted and could continue to adversely impact the Company's regional flying. For example, the FAA's expansion of minimum pilot qualification standards, including a requirement that a pilot have at least 1,500 total flight hours, as well as the FAA's revised pilot flight and duty time requirements under Part 117 of the Federal Aviation Regulations, have contributed to a smaller supply of pilots available to regional carriers. The decrease in qualified pilots resulting from the regulations as well as other factors, including a decreased student pilot population and a shrinking U.S. military from which to hire qualified pilots, has led to increased competition from large, mainline carriers attempting to meet their hiring needs and has adversely impacted our regional carriers. United Express regional carriers have been unable to hire adequate numbers of pilots to meet their needs, resulting in a reduction in the number of flights offered, disruptions in scheduled flights, increased costs of operations, financial difficulties and other adverse effects and these circumstances may become more severe in the future and could cause a material adverse effect on our business. In response, the Company has been and may in the future be required to provide additional financial compensation and other support to its regional carriers or reduce its regional carrier flying, which could require the Company to fly routes at a greater cost, reduce the number of destinations the Company is able to serve or lead to negative public perceptions of the Company.
Disruptions to our regional networks as a result of the COVID-19 pandemic, pilot shortage or other factors could adversely affect our business, operating results and financial condition.
Unfavorable economic and political conditions, in the United States and globally, may have a material adverse effect on our business, operating results and financial condition.
The Company's business and operating results are significantly impacted by U.S. and global economic and political conditions. The airline industry is highly cyclical, and the level of demand for air travel is correlated to the strength of the U.S. and global economies. Robust demand for air transportation depends largely on favorable economic conditions, including the strength of the domestic and foreign economies, low unemployment levels, strong consumer confidence levels and the availability of consumer and business credit. Air transportation is often a discretionary purchase that leisure travelers may limit or eliminate during difficult economic times. Short-haul travelers, in particular, have the option to replace air travel with surface travel. In addition, during periods of unfavorable economic conditions, business travelers historically have reduced the volume of their travel, either due to cost-saving initiatives, the replacement of travel with alternatives such as videoconferencing or as a result of decreased business activity requiring travel. In addition, an increase in price levels generally or in price levels in a particular sector (such as current rising inflationary pressures related to domestic and global supply chain constraints, which have led to both overall price increases and pronounced price increases in certain sectors) could result in a shift in consumer demand away from both leisure and business travel. Reduced or flat consumer spending may drive us and our competitors to reduce or offer promotional prices, which would negatively impact our gross margin. In addition, if inflation continues to rise, we may not be able to adjust prices sufficiently to offset the effect without further negatively impacting travel demand or our gross margin. Any of the foregoing would adversely affect the Company's business and operating results. Significant declines in industry passenger demand, particularly with respect to the Company's business and premium cabin travelers and a reduction in fare levels, could lead to a material reduction in revenue, changes to the Company's operations and deferrals of capital expenditure and other spending. Additionally, any deterioration in global trade relations, such as increased tariffs or other trade barriers, could result in a decrease in the demand for international air travel.
The Company's business relies extensively on third-party service providers, including certain technology providers. Failure of these parties to perform as expected, or interruptions in the Company's relationships with these providers or their
24
provision of services to the Company, could have a material adverse effect on the Company's business, operating results and financial condition.
The Company has engaged third-party service providers to perform a large number of functions that are integral to its business, including regional operations, operation of customer service call centers, distribution and sale of airline seat inventory, provision of information technology infrastructure and services, transmitting or uploading of data, provision of aircraft maintenance and repairs, provision of various utilities and performance of airport ground services, aircraft fueling operations and catering services, among other vital functions and services. Although generally the Company enters into agreements that define expected service performance and compliance requirements, there can be no assurance that our third-party service providers will adhere to these requirements. Accordingly, any of these third-party service providers may materially fail to meet its service performance commitments to the Company or may suffer disruptions to its systems that could impact its services. For example, failures in certain third-party technology or communications systems may cause flight delays or cancellations. The failure of any of the Company's third-party service providers to perform their service obligations adequately, or other interruptions of services, may reduce the Company's revenues and increase its expenses, prevent the Company from operating its flights and providing other services to its customers or result in adverse publicity or harm to our brand. We may also be subject to consequences from any illegal conduct of our third-party service providers, including for their failure to comply with anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act. In addition, the Company's business and financial performance could be materially harmed if its customers believe that its services are unreliable or unsatisfactory.
The Company may also have disagreements with such providers or such contracts may be terminated or may not be extended or renewed. For example, the number of flight reservations booked through third-party GDSs or OTAs may be adversely affected by disruptions in the business relationships between the Company and these suppliers. Such disruptions, including a failure to agree upon acceptable contract terms when contracts expire or otherwise become subject to renegotiation, may cause the Company's flight information to be limited or unavailable for display by the affected GDS or OTA operator, significantly increase fees for both the Company and GDS/OTA users and impair the Company's relationships with its customers and travel agencies. Any such disruptions or contract terminations may adversely impact our operations and financial results.
If we are not able to negotiate or renew agreements with third-party service providers, or if we renew existing agreements on less favorable terms, our operations and financial results may be adversely affected.
Extended interruptions or disruptions in service at major airports where we operate could have a material adverse impact on our operations, including our ability to operate our existing flight schedule and to expand or change our route network in the future, and space, facility and infrastructure constraints at our hubs or other airports may prevent the Company from maintaining existing service and/or implementing new service in a commercially viable manner.
The airline industry is heavily dependent on business models that concentrate operations in major airports in the United States and throughout the world. For example, we have a significant portion of our maintenance operations at our SFO airport hub and any disruption or interruption at our SFO hub could have a serious impact on our overall operations. An extended interruption or disruption at one of our hubs or other airports where we have a significant presence resulting from ATC delays, weather conditions, natural disasters, growth constraints, relations with third-party service providers, failure of computer systems, disruptions to government agencies or personnel (including as a result of government shutdowns), disruptions at airport facilities or other key facilities used by us to manage our operations, labor relations and market constraints, power supplies, fuel supplies, terrorist activities, international hostilities or otherwise could result in the cancellation or delay of a significant portion of our flights and, as a result, could have a material adverse impact on our business, operating results and financial condition. We have minimal control over the operation, quality or maintenance of these services or whether vendors will improve or continue to provide services that are essential to our business. For example, because we prioritize operational excellence and continually work to optimize our route network and schedule, in light of the industry-wide operational challenges at airports in our network that have limited our system-wide capacity (one of the more prominent being the grounding of a number of the Company's transatlantic flights in response to the capacity cut by London Heathrow airport during the summer of 2022), in 2022 we decided to reconfigure our proposed flight schedule and capacity to help improve our operational performance and our customers' experience. These industry-wide operational challenges had a negative impact on our business and operating results and are expected to continue. In the future, we may not be able to adjust our operations to mitigate their effect in the future, which may have a negative impact on our business, operating results, financial condition and liquidity and limit our ability to expand or change our route network in the future and execute our United Next strategy.
In addition, as airports around the world become more congested, space, facility and infrastructure constraints at our hubs or other airports may prevent the Company from maintaining existing service and/or implementing new service in a commercially viable manner because of a number of factors, including capital improvements at such airports being imposed by the relevant airport authority without the Company's approval. Capital spending projects of airport authorities currently underway and additional projects that we expect to commence over the next several years is expected to result in increased costs to airlines
25
and the traveling public that use those facilities as the airports seek to recover their investments through increased rental, landing and other facility costs. These actions have caused and may continue to cause the Company to experience increased space rental rates at various airports in its network, including a number of our hubs and gateways, and increased operating costs. Furthermore, the Company is not able to control decisions by other airlines to reduce their capacity, causing certain fixed airport costs to be allocated among fewer total flights and resulting in increased landing fees and other costs for the Company. Although we currently have sufficient slots or analogous authorizations to operate our existing flights and we have generally, but not always, been able to obtain the rights to expand our operations and to change our schedules.
Geopolitical conflict, terrorist attacks or security events may adversely affect our business, financial condition and results of operations.
As a global business with operations outside of the United States from which it derives significant operating revenues, volatile conditions in certain international regions may have a negative impact on the Company's operating results and its ability to achieve its business objectives. The Company's international operations are a vital part of its worldwide airline network. Political disruptions and instability in certain regions have negatively impacted the demand and network availability for air travel, as well as fuel prices, and may continue to have a negative impact on these and other items. Terrorist attacks or international hostilities, even if not made on or targeted directly at the airline industry, or the fear of or the precautions taken in anticipation of such attacks (including elevated national threat warnings, travel restrictions, selective cancellation or redirection of flights and new security regulations) could materially and adversely affect the Company and the airline industry. The Company's financial resources and insurance coverage may not be sufficient to absorb the adverse effects of any future terrorist attacks, international hostilities or other security events, which could have a material adverse impact on the Company's financial condition, liquidity and operating results. In addition, due to threats against the aviation industry, the Company has incurred, and may continue to incur, significant expenditures to comply with security-related requirements to mitigate threats and protect the safety of our employees and customers.
Any damage to our reputation or brand image could adversely affect our business or financial results.
We operate in a public-facing industry and maintaining a good reputation is critical to our business. The Company's reputation or brand image could be adversely impacted by any failure to maintain satisfactory practices for all of our operations and activities; any failure to achieve and/or make progress toward our environmental, safety, diversity, equity and inclusion or other social and governance ("ESG") goals, which are subject to risks and uncertainties that are outside of our control; our stakeholders not being satisfied with our ESG goals or strategy or efforts to meet the goals; public pressure from investors or policy groups to change our policies; customer perceptions of our advertising campaigns, sponsorship arrangements or marketing programs, including greenwashing concerns regarding our advertising campaigns and marketing programs related to our sustainability initiatives; or customer perceptions of statements made by us, our employees and executives, agents or other third parties. Damage to our reputation or brand image or loss of customer confidence in our services could adversely affect our business and financial results, as well as require additional resources to rebuild our reputation.
Regulators, customers, investors, employees and other stakeholders are focusing more on ESG impacts of operations and related disclosures, which are subject to rules, regulations and standards for collecting, measuring and reporting that are still developing, involve internal controls and processes that continue to evolve, depend in part on third-party performance or data that is outside the Company's control and have resulted in, and are likely to continue to result in, increased general and administrative expenses and increased management time and attention spent complying with or meeting such expectations, rules, regulations and standards. The ongoing relevance of our brand may depend on our ability to achieve our ESG goals, further our ESG initiatives and comply with related federal, state and international binding or non-binding legislation, regulation, standards and accords as well as on the accuracy, adequacy or completeness of our disclosures relating to our ESG goals and initiatives and progress against those goals.
Information Technology, Cybersecurity and Data Privacy Risks
The Company relies heavily on technology and automated systems to operate its business and any significant failure or disruption of, or failure to effectively integrate and implement, these technologies or systems could materially harm its business.
The Company depends on technology and automated systems to operate its business, including, but not limited to, computerized airline reservation systems, electronic tickets, electronic airport kiosks, demand prediction software, flight operations systems, in-flight wireless internet, cloud-based technologies, technical and business operations systems and commercial websites and applications, including www.united.com and the United Airlines mobile app. These systems could suffer substantial or repeated disruptions due to various events, some of which are beyond the Company's control (including natural disasters (which may occur more frequently or intensely as a result of the impacts of climate change), power failures, terrorist attacks, dependencies on third-party technology services, equipment or software failures, cybersecurity attacks or other
26
security breaches and the deployment by certain wireless carriers of "5G" service networks), which could reduce the attractiveness of the Company's services versus those of our competitors, materially impair our ability to market our services and operate our flights, result in the unauthorized release of confidential or sensitive information, or information that should be protected from inadvertent disclosures, negatively impact our reputation among our customers and the public, subject us to liability to third parties, regulatory action or contract termination and result in other increased costs, lost revenue and the loss of, or compromise to the integrity, availability or confidentiality of, important data. As a result, substantial or repeated systems failures or disruptions may adversely affect the Company's business, operating results and financial condition. We have cybersecurity frameworks, resiliency initiatives and disaster recovery plans in place to prevent and mitigate disruptions, and we continue to invest in improvements to these initiatives and plans. We also maintain property and business interruption insurance. However, these measures may not be adequate to prevent or mitigate disruptions or provide coverage for all of the Company's associated costs, some of which may be unforeseeable.
The Company may also face challenges in implementing, integrating and modifying the automated systems and technology required to operate its business, which may require significant expenditures, human resources, the development of effective internal controls and the transformation of business and financial processes. If the Company is unable to timely or effectively implement, integrate or modify its systems and technology, the Company's operations could be adversely affected.
Increasing privacy and data security obligations or a significant data breach may adversely affect the Company's business.
In our regular business operations, we collect, process, store and transmit to commercial partners sensitive data, including personal information of our customers and employees such as payment processing information and information of our business partners, to provide our services and operate our business.
The Company must manage increasing legislative, regulatory and consumer focus on privacy issues, data security and cybersecurity risk management in a variety of jurisdictions across the globe. For example, the EU's General Data Protection Regulation imposes significant privacy and data security requirements, as well as potential for substantial penalties for non-compliance that have resulted in substantial adverse financial consequences to non-compliant companies. Depending on the regulatory interpretation and enforcement of emerging data protection regulations and industry standards, the Company's business operations could be impacted, up to and including being unable to operate, within certain jurisdictions. Also, some of the Company's commercial partners, such as credit card companies, have imposed data security standards that the Company must meet. The Company will continue its efforts to meet its privacy, data security and cybersecurity risk management obligations; however, it is possible that certain new obligations or customer expectations may be difficult to meet and could require changes in the Company's operating processes and increase the Company's costs.
Additionally, the Company must manage the increasing threat of continually evolving cybersecurity risks. Our network, systems and storage applications, and those systems and applications maintained by our third-party commercial partners (such as cloud computing companies, credit card companies, regional airline carriers and international airline partners) may be subject to attempts to gain unauthorized access, breach, malfeasance or other system disruptions, including those involving criminal hackers, denial of service attacks, hacktivists, state-sponsored actors, corporate espionage, employee malfeasance and human or technological error. In some cases, it is difficult to anticipate or to detect immediately such incidents and the damage caused thereby. In addition, as attacks by cybercriminals become more sophisticated, frequent and intense, the costs of proactive defense measures have increased and may continue to increase. In addition, several large organizations recently have been affected by "ransomware" attacks, and these highly publicized events may embolden individuals or groups to target our systems or third-party systems on which we rely. Furthermore, the Company's remote work arrangements may make it more vulnerable to targeted activity from cybercriminals and significantly increase the risk of cyberattacks or other security breaches. While we continually work to safeguard our network, systems and applications, including through risk assessments, system monitoring, cybersecurity and data protection policies, processes and technologies and employee awareness and training, and seek to require third-parties adhere to security standards, there is no assurance that such actions will be sufficient to prevent cybersecurity incidents or data breaches or the damages that result therefrom.
Any such cybersecurity incident or data breach could result in significant costs, including monetary damages, operational impacts, including service interruptions and delays, and reputational harm. Furthermore, the loss, disclosure, misappropriation of or access to sensitive Company information, customers', employees' or business partners' information or the Company's failure to meet its privacy obligations could result in legal claims or proceedings, penalties and remediation costs. A significant data breach or the Company's failure to meet its obligations may adversely affect the Company's operations, reputation, relationships with our business partners, business, operating results and financial condition.
Increased use of social media platforms present risks and challenges.
We are increasing our use of social media to communicate Company news and events. The inappropriate and/or unauthorized use of certain media vehicles could cause brand damage or information leakage or could lead to legal implications, including
27
from the improper collection and/or dissemination of personally identifiable information from employees, customers or other stakeholders. In addition, negative or inaccurate posts or comments about us on any social networking website could damage our reputation, brand image and goodwill. Further, the disclosure of non-public Company-sensitive information by our workforce or others, whether intentional or unintentional, through external media channels could lead to information loss.
Human Capital Management Risks
Union disputes, employee strikes or slowdowns, and other labor-related disruptions or regulatory compliance costs could adversely affect the Company's operations and could result in increased costs that impair its financial performance.
United is a highly unionized company. As of December 31, 2022, the Company and its subsidiaries had approximately 92,800 employees, of whom approximately 84% were represented by various U.S. labor organizations (See Part I, Item 1. Business—Human Capital Management and Resources, of this report for additional information on our represented employee groups and collective bargaining agreements). There is a risk that unions or individual employees might pursue judicial or arbitral claims arising out of changes implemented as a result of the Company entering into collective bargaining agreements with its represented employee groups. There is also a possibility that employees or unions could engage in job actions such as slowdowns, work-to-rule campaigns, sick-outs or other actions designed to disrupt the Company's normal operations, in an attempt to pressure the Company in collective bargaining negotiations. Although the Railway Labor Act makes such actions unlawful until the parties have been lawfully released to self-help, and the Company can seek injunctive relief against premature self-help, such actions can cause significant harm even if ultimately enjoined. Similarly, if the operations of our third-party regional carriers, ground handlers or other vendors are impacted by labor-related disruptions, our operations could be adversely affected. In addition, collective bargaining agreements with the Company's represented employee groups increase the Company's labor costs, and such costs could become material. Furthermore, there is increasing litigation in the airline industry over the application of state and local employment and labor laws to airline employees, particularly those based in California. Most recently, the U.S. Supreme Court denied review of a Ninth Circuit ruling which held that federal law did not preempt California state meal and rest break laws from applying to certain California based flight attendants. This decision adversely affects the Company's defenses with respect to certain employee groups in California, and it may give rise to additional litigation in these and other areas previously found to be preempted by federal law. The Company is a defendant in a number of proceedings regarding alleged non-compliance with wage and hour laws. Adverse decisions in these cases could adversely impact our operational flexibility, uniform application of our negotiated collective bargaining agreements, and result in imposition of damages and fines which could be significant.
If we are unable to attract, train or retain skilled personnel, including our senior management team or other key employees, our business could be adversely affected.
Much of our future success is largely dependent on our continued ability to attract, train and retain skilled personnel with industry experience and knowledge, including our senior management team and other key employees. Competition for qualified talent in the aviation industry is intense and labor market constraints have impacted our operations in 2022, which may continue during 2023. If we are unable to attract, train and retain talented, highly qualified employees or experience a shortage of skilled labor, the cost of hiring and retaining quality talent could materially increase and our operations could continue to be impacted, which could impair our ability to adjust capacity or otherwise execute our strategic operating plan. In addition, if we are unable to effectively provide for the succession of senior management or other key employees, our business, ability to execute our strategic operating plan or company culture may be adversely affected.
Regulatory, Tax, Litigation and Legal Compliance Risks
The airline industry is subject to extensive government regulation, which imposes significant costs and may adversely impact our business, operating results and financial condition.
Airlines are subject to extensive regulatory and legal oversight. Compliance with U.S. and international regulations imposes significant costs and may have adverse effects on the Company.
United provides air transportation under certificates of public convenience and necessity issued by the DOT. If the DOT modified, suspended or revoked these certificates, it could have a material adverse effect on the Company's business. The DOT also regulates consumer protection and, through its investigations or rulemaking authority (including, for example, any rulemakings or initiatives in response to the Executive Order on Promoting Competition in the American Economy issued by the President on July 9, 2021), could impose restrictions that materially impact the Company's business. United also operates pursuant to an air carrier operating certificate issued by the FAA, and FAA orders and directives have previously resulted in the temporary grounding of an entire aircraft type when the FAA identifies design, manufacturing, maintenance or other issues requiring immediate corrective action (including the FAA Emergency Airworthiness Directive grounding our Boeing 777 Pratt
28
& Whitney powered aircraft), which has had an effect that has been material to the Company's business, operating results and financial condition.
In 2018, the U.S. Congress approved a five-year reauthorization for the FAA, which encompasses a range of policy issues related to aviation tax, airline customer service and aviation safety. Depending on how the issues are implemented, our operations and costs could be materially impacted. Additionally, the U.S. Congress may consider legislation related to environmental issues relevant to the airline industry, such as implementation of CORSIA, or increases to the U.S. federal corporate income tax rate, as outlined in the proposed Build Back Better Act or otherwise, which could negatively impact the Company and the airline industry.
The Company's operations may also be adversely impacted due to the existing antiquated ATC system utilized by the U.S. government and regulated by the FAA, which may not be able to effectively handle projected future air traffic growth. The outdated ATC system has led to short-term capacity constraints imposed by government agencies and has resulted in delays and disruptions of air traffic during peak travel periods in certain markets due to its inability to handle demand and reduced resiliency in the event of a failure causing flight cancellations and delays. Failure to update the ATC system in a timely manner and the substantial funding requirements of a modernized ATC system that may be imposed on air carriers may have an adverse impact on the Company's financial condition or operating results.
Access to slots at several major U.S. airports and many foreign airports served by the Company is subject to government regulation on airspace management and competition that might limit the number of slots or change the rules on the use and transfer of slots. If slots are eliminated at one of our hubs or other airports, or if the number of hours of operation governed by slots is reduced at an airport, the lack of controls on take-offs and landings could result in greater congestion both at the affected airport and in the regional airspace and could significantly impact the Company's operations. Similarly, a government or regulatory agency, including DOT, could choose to impose slots at one of our hubs or other airports or grant increased access to another carrier and limit or reduce our operations at an airport, whether or not slot-controlled, which could have significant impact on our operations. The DOT (including FAA) may limit the Company's airport access by limiting the number of departure and arrival slots at congested airports, which could affect the Company's ownership and transfer rights, and local airport authorities may have the ability to control access to certain facilities or the cost to access their facilities, which could have an adverse effect on the Company's business. If the DOT were to take actions that adversely affect the Company's slot holdings, the Company could incur substantial costs to preserve its slots or may lose slots.
The Company currently operates a number of flights on international routes under government arrangements, regulations or policies that designate the number of carriers permitted to operate on such routes, the capacity of the carriers providing services on such routes, the airports at which carriers may operate international flights or the number of carriers allowed access to particular airports. Applicable arrangements between the United States and foreign governments (such as Open Skies) may be amended from time to time, government policies with respect to airport operations may be revised and the availability of appropriate slots or facilities may change, which could have a material adverse impact on the Company's financial condition and operating results and could result in the impairment of material amounts of related tangible and intangible assets. For instance, the COVID-19 pandemic has resulted in increased regulatory burdens in the U.S. and around the globe, which include closure of international borders to flights and/or passengers from specific countries, passenger and crew quarantine requirements and other regulations promulgated to protect public health but that have had and may continue to have a negative impact on travel and airline operations.
In addition, disruptions to the Company's business could result from the deployment by certain wireless carriers of "5G" cellular networks, which, due to potential interference with aircraft systems, could cause flights to be cancelled or diverted, which in turn could affect consumer perceptions of the safety of air travel. Thus far, regulators have addressed potential "5G" interference on a temporary and piecemeal basis tailored to specific aircraft and airports and uncertainty over the nature, extent, timing and duration of limitations on aircraft operations as a result of "5G" deployment is anticipated to continue over the near term. Systematic regulation of "5G" cellular networks may not occur in the near term, or may not involve terms that are favorable to the Company.
In addition, competition from revenue-sharing JBAs and other alliance arrangements by and among other airlines could impair the value of the Company's business and assets on the Open Skies routes. The Company's plans to enter into or expand U.S. antitrust immunized alliances and JBAs on various international routes are subject to receipt of approvals from applicable U.S. federal authorities and other applicable foreign government clearances or satisfaction of other applicable regulatory requirements. There can be no assurance that such approvals and clearances will be granted or will continue in effect upon further regulatory review or that changes in regulatory requirements or standards can be satisfied.
See Part I, Item 1. Business—Industry Regulation, of this report for additional information on government regulation impacting the Company.
29
Current or future litigation and regulatory actions, or failure to comply with the terms of any settlement, order or agreement relating to these actions, could have a material adverse impact on the Company.
From time to time, we are subject to litigation and other legal and regulatory proceedings relating to our business or investigations or other actions by governmental agencies, including as described in Part I, Item 3. Legal Proceedings, of this report. In addition, the Company is subject to an increased risk of litigation and other proceedings as a result of the COVID-19 pandemic and responsive measures. For example, the Company is involved in litigation relating to its vaccination requirements for employees. No assurances can be given that the results of these or new matters will be favorable to us. An adverse resolution of lawsuits, arbitrations, investigations or other proceedings or actions could have a material adverse effect on our financial condition and operating results, including as a result of non-monetary remedies, and could also result in adverse publicity. Defending ourselves in these matters may be time-consuming, expensive and disruptive to normal business operations and may result in significant expense and a diversion of management's time and attention from the operation of our business, which could impede our ability to achieve our business objectives. Additionally, any amount that we may be required to pay to satisfy a judgment, settlement, fine or penalty may not be covered by insurance. If we fail to comply with the terms contained in any settlement, order or agreement with a governmental authority relating to these matters, we could be subject to criminal or civil penalties, which could have a material adverse impact on the Company. Under our charter and certain indemnification agreements that we have entered into (and may in the future enter into) with our officers, directors and certain third parties, we could be required to indemnify and advance expenses to them in connection with their involvement in certain actions, suits, investigations and other proceedings. Any of these payments may be material.
We are subject to many forms of environmental regulation and liability and risks associated with climate change and may incur substantial costs as a result. In addition, failure to achieve or demonstrate progress towards our climate goals may expose us to liability and reputational harm.
Many aspects of the Company's operations are subject to increasingly stringent federal, state, local and international laws protecting the environment, including those relating to water discharges, safe drinking water and the use and management of hazardous materials and wastes. Compliance with existing and future environmental laws and regulations can require significant expenditures and operational changes and violations can lead to significant fines and penalties and reputational harm. In addition, from time to time we are identified as a responsible party for environmental investigation and remediation costs under applicable environmental laws due to the disposal of hazardous substances generated by our operations. We could also be subject to environmental liability claims from various parties, including airport authorities and other third parties, related to our operations at our owned or leased premises or the off-site disposal of waste generated at our facilities.
As discussed in Part I, Item 1. Business—Environmental, Social and Governance Approach and Highlights—Climate Strategy, the Company has made several commitments regarding its intended reduction of carbon emissions, including eliminating its GHG emissions by 100% by 2050 and by reducing its carbon intensity by 50% by 2035 compared to 2019. The Company has incurred, and expects to continue to incur, costs to achieve its goal of net zero carbon emissions, which will involve a transition to lower-carbon technologies (such as SAF), and to comply with environmental sustainability legislation and regulation and non-binding standards and accords. Such activity may require the Company to modify its supply chain practices, make capital investments to modify certain aspects of its operations or increase its operating costs (including fuel costs). The potential transition cost to a lower-carbon economy could be prohibitively expensive without appropriate government policies and incentives in place. The precise nature of future binding or non-binding legislation, regulation, standards and accords in this area of increased focus by global, national and regional regulators is difficult to predict and the financial impact to the Company would likely be significant if future legal standards do not align with the Company's plans to achieve its climate goals or if proposed U.S. legislation to accelerate the production of SAF development fails to be enacted into law. For instance, CORSIA-related costs cannot be fully predicted at this time, but the program is expected to increase operating costs for airlines that operate internationally. There is also a risk that the increased regulatory focus on airline GHG emissions could result in a patchwork of inconsistent or conflicting regional requirements that could unduly shift excessive cost burden to airlines and inhibit the development of carbon reduction technologies that the Company needs to reach its climate goals. The Company believes that strategic opportunities exist for it as a result of climate change and that the sustainability-related solutions being pursued to advance its climate goals will help mitigate several of these potential risks posed by the transition to a lower-carbon economy.
There can be no assurance of the extent to which any of our climate goals will be achieved or that any current or future investments that we make in furtherance of achieving our climate goals will produce the expected results or meet increasing stakeholder expectations. Moreover, future events could lead the Company to prioritize other nearer-term interests over progressing toward our current climate goals based on business strategy, economic, regulatory and social factors or pressure from investors, activist groups or other stakeholders. If we fail—or are perceived to fail—to meet or properly report on our progress toward achieving our climate change goals and commitments, we could face adverse publicity and reactions from other investors, activist groups, or other stakeholders, which could result in reputational harm or other adverse effects to the
30
Company. In addition, the Company believes it is possible that, in the future, segments of the public may choose to fly less frequently as a result of negative perception of the environmental impact of air travel or fly on an airline based on carriers' GHG emissions or which carrier they perceive as operating in a manner that is more sustainable to the climate, which presents both a challenge and an opportunity for the Company and is why the Company is resolute in attaining its mid-term and long-term climate goals; if this trend materializes, the Company's results of operations could be adversely impacted and those impacts could be exacerbated if the Company fails to meet or properly report on its climate change goals and commitments. Moreover, the Company's primary effort with respect to one of its key pathways to achieving its climate goals is reducing its fossil jet fuel consumption by working with strategic partners to employ and commercialize the use of SAF, which is aligned with the sustainability commitments of the Company's corporate customers to mitigate their travel emissions in accordance with their respective climate goals. The Company has been able to increase its purchases of SAF in recent years due to its corporate customers' funding of the price premium for SAF through the Company's Eco-Skies Alliance, but the willingness of corporate customers to fund the price premium for SAF in the future could decrease, including based on economic factors or concerns regarding the validity of a book and claim approach for claiming the emissions reductions from SAF.
The Company may incur substantial costs and operational disruptions as a result of both its physical risks (such as extreme weather conditions or rising sea levels) and transition risks (such as regulatory or technological changes) associated with climate change. Climate change is expected to increase the frequency, severity, unpredictability and duration of severe weather events and other natural cycles and could affect travel demand as well as result in increases in delays and cancellations, turbulence-related injuries and fuel consumption to avoid such weather, any of which could result in a significant loss of revenue and higher costs. In addition, certain of our operations and facilities around the world are in locations that may be impacted by the physical impacts of climate change, increasing global chemical restrictions and bans and water and waste requirements and we could incur significant costs to improve the climate resiliency of our infrastructure and supply chain and otherwise prepare for, respond to, and mitigate the effects of climate change. We are not able to reasonably predict the future materiality of any potential losses or costs associated with the effects of climate change.
See Part I, Item 1. Business—Industry Regulation—Environmental Regulation, of this report for additional information on environmental regulation impacting the Company.
Market, Liquidity, Accounting and Financial Risks
High and/or volatile fuel prices or significant disruptions in the supply of aircraft fuel could have a material adverse impact on the Company's strategic plans, operating results, financial condition and liquidity.
Aircraft fuel is critical to the Company's operations and is one of our largest operating expenses. During the year ended December 31, 2022, the Company's fuel expense was approximately $13.1 billion. The timely and adequate supply of fuel to meet operational demand depends on the continued availability of reliable fuel supply sources as well as related service and delivery infrastructure. Although the Company has some ability to cover short-term fuel supply and infrastructure disruptions at some major demand locations, it depends significantly on the continued performance of its vendors and service providers to maintain supply integrity. Consequently, the Company can neither predict nor guarantee the continued timely availability of aircraft fuel throughout the Company's system.
Aircraft fuel has historically been the Company's most volatile operating expense due to the highly unpredictable nature of market prices for fuel. The Company generally sources fuel at prevailing market prices, which have historically fluctuated substantially in short periods of time and continue to be highly volatile due to a multitude of unpredictable factors beyond the Company's control, including changes in global crude oil prices, the balance between aircraft fuel supply and demand, natural disasters, prevailing inventory levels and fuel production and transportation infrastructure. Prices of fuel are also impacted by indirect factors, such as geopolitical events, economic growth indicators, fiscal/monetary policies, fuel tax policies, changes in regulations, environmental concerns and financial investments in energy markets. Both actual changes in these factors, as well as changes in related market expectations, can potentially drive rapid changes in fuel prices in short periods of time. Rising fuel prices can also lead to constraints on the Company's regional partners, reduced capital available for other spending or other outcomes that could adversely impact the Company.
Given the highly competitive nature of the airline industry, the Company historically had limited ability to, and may not be able to in the future, increase its fares and fees sufficiently to offset the full impact of increases in fuel prices, especially if these increases are significant, rapid and sustained. Further, any such fare or fee increase may not be sustainable, may reduce the general demand for air travel and may also eventually impact the Company's operations, strategic growth and investment plans for the future. In addition, decreases in fuel prices for an extended period of time may result in increased industry capacity, increased competitive actions for market share and lower fares or surcharges. If fuel prices were to then subsequently rise quickly, there may be a lag between the rise in fuel prices and any improvement of the revenue environment.
31
The Company does not currently hedge its future fuel requirements. However, to the extent the Company decides to start a hedging program to hedge a portion of its future fuel requirements, such hedging program may not be successful in mitigating higher fuel costs and any price protection provided may be limited due to the choice of hedging instruments and market conditions, including breakdown of correlation between hedging instrument and market price of aircraft fuel and failure of hedge counterparties. To the extent that the Company decides to use hedge contracts that have the potential to create an obligation to pay upon settlement if fuel prices decline significantly, such hedge contracts may limit the Company's ability to benefit fully from lower fuel prices in the future. If fuel prices decline significantly from the levels existing at the time the Company enters into a hedge contract, the Company may be required to post collateral (margin) beyond certain thresholds. There can be no assurance that the Company's hedging arrangements, if any, would provide any particular level of protection against rises in fuel prices or that its counterparties will be able to perform under the Company's hedging arrangements. Additionally, deterioration in the Company's financial condition could negatively affect its ability to enter into hedge contracts in the future.
The Company has a significant amount of financial leverage from fixed obligations and insufficient liquidity may have a material adverse effect on the Company's financial condition and business.
The Company has a significant amount of financial leverage from fixed obligations, including aircraft lease and debt financings, leases of airport property, secured bonds, secured loan facilities and other facilities, and other material cash obligations. In addition, the Company has substantial noncancelable commitments for capital expenditures, including for the acquisition of new aircraft and related spare engines. If the Company's liquidity is materially diminished, the Company's substantial level of indebtedness, the Company's non-investment grade credit ratings and the lack of availability of Company assets as collateral for loans or other indebtedness may make it difficult for the Company to raise additional capital if needed to meet its liquidity needs on acceptable terms, or at all, and the Company may not be able to timely pay its leases and debts or comply with material provisions of its contractual obligations, including covenants under its financing and credit card processing agreements.
In addition to the foregoing, the degree to which we are leveraged could have important consequences to holders of our securities, including the following: (1) we must dedicate a substantial portion of cash flow from operations to the payment of principal and interest on applicable indebtedness, which, in turn, reduces funds available for operations and capital expenditures; (2) our flexibility in planning for, or reacting to, changes in the markets in which we compete may be limited; (3) we may be at a competitive disadvantage relative to our competitors with less indebtedness; (4) we are rendered more vulnerable to general adverse economic and industry conditions; (5) we are exposed to increased interest rate risk given that a portion of our indebtedness obligations are at variable interest rates; and (6) our credit ratings may be reduced and our debt and equity securities may significantly decrease in value.
See Part II, Item 7., Management's Discussion and Analysis of Financial Condition and Results of Operations, of this report for additional information regarding the Company's liquidity.
Agreements governing our debt include financial and other covenants. Failure to comply with these covenants could result in events of default.
Our financing agreements include various financial and other covenants. Certain of these covenants require UAL or United, as applicable, to maintain minimum liquidity and/or minimum collateral coverage ratios. UAL's or United's ability to comply with these covenants may be affected by events beyond its control, including the overall industry revenue environment, the level of fuel costs and the appraised value of the collateral. In addition, our financing agreements contain other negative covenants customary for such financings. If we fail to comply with these covenants and are unable to remedy or obtain a waiver or amendment, an event of default would result.
If an event of default were to occur, the lenders could, among other things, declare outstanding amounts immediately due and payable. In addition, an event of default or declaration of acceleration under one financing agreement could also result in an event of default under other of our financing agreements due to cross-default and cross-acceleration provisions. The acceleration of significant amounts of debt could require us to renegotiate, repay or refinance the obligations under our financing arrangements, and there can be no assurance that we will be able to do so on commercially reasonable terms or at all.
The MileagePlus Financing agreements in particular contain stringent covenants, limit our flexibility to manage our capital structure and limit our ability to make financial and operational changes to the MileagePlus program. If we were to default under the MileagePlus Financing agreements, the lenders' exercise of remedies could result in our loss of the MileagePlus program, which would have a material adverse effect on our business, results of operations and financial condition. As a result we may take actions to ensure that the MileagePlus Financing debt is satisfied or that the lenders' remedies under such debt are not exercised, potentially to the detriment of our other creditors.
32
The proposed phase out of the London interbank offer rate could have a material adverse effect on us.
The Company is subject to market risks relating to the phase out of the London interbank offered rates ("LIBOR") and the transition into an index calculated by short-term repurchase agreements – the Secured Overnight Financing Rate ("SOFR") or another alternate reference rate. As of December 31, 2022, the Company had $12.8 billion in variable rate indebtedness, a significant portion of which still uses LIBOR as a benchmark for establishing applicable rates. In July 2017, the United Kingdom regulator that regulates LIBOR announced its intention to phase out LIBOR rates by the end of 2021. Subsequently, the ICE Benchmark Administration, in its capacity as administrator of USD-LIBOR, announced an extension of the publication of USD-LIBOR (other than one-week and two-month tenors) by 18 months through June 2023. Notwithstanding this extension, a joint statement by key regulatory authorities called on banks to cease entering into new contracts that use USD-LIBOR as a reference rate by no later than December 31, 2021. The Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, has proposed replacing USD-LIBOR with SOFR. In March 2022, the U.S. enacted the Adjustable Interest Rate (LIBOR) Act, with publication in December 2022 by the Federal Reserve Board of related implementing rules, intended to provide a statutory framework to replace USD-LIBOR with a benchmark rate based on SOFR for contracts governed by U.S. law that have no or ineffective fallback provisions. Since January 1, 2022, our new floating rate debt facilities have generally utilized SOFR-based rates as the initial reference rate. However, we still have variable rate debt based on LIBOR. We have commenced the process of replacing LIBOR as a benchmark in such existing floating rate obligations, but there is no assurance that such replacements will be concluded, or will be concluded prior to LIBOR rates ceasing to be published. While many of our remaining LIBOR-based obligations provide for alternative methods of calculating the interest rate payable if LIBOR is not published, the extent and manner of any future changes with respect to methods of calculating LIBOR or replacing LIBOR with SOFR or with another benchmark remain uncertain. Although the Adjustable Interest Rate (LIBOR) Act provides for a SOFR fallback for certain such agreements, uncertainty exists around the extent to which this transition from USD-LIBOR, whether by amendment or application of this statute, will affect the interest rates in those agreements. We also have certain agreements that look to SOFR as an alternative interest rate method to LIBOR, with the potential for spread adjustments, and we cannot predict what the impact of these agreements and any transition to or use of SOFR could have on us. Although SOFR seems to be the most widely accepted replacement to LIBOR and SOFR based rates are presently the primary such replacement benchmark being implemented by the Company, both the application and the future of SOFR remain uncertain. We may be negatively impacted by renegotiated terms in connection with any replacements to LIBOR as a benchmark, which may adversely affect our interest rates and result in higher borrowing costs that we cannot predict.
The Company's ability to use its net operating loss carryforwards and certain other tax attributes to offset future taxable income for U.S. federal income tax purposes may be significantly limited due to various circumstances, including certain possible future transactions involving the sale or issuance of UAL common stock, or if taxable income does not reach sufficient levels.
As of December 31, 2022, UAL reported consolidated U.S. federal net operating loss ("NOL") carryforwards of approximately $13.2 billion. The Company's ability to use its NOL carryforwards and certain other tax attributes will depend on the amount of taxable income it generates in future periods and, as a result, certain of the Company's NOL carryforwards and other tax attributes may expire before it can generate sufficient taxable income to use them in full. In addition, the Company's ability to use its NOL carryforwards and certain other tax attributes to offset future taxable income may be limited if it experiences an "ownership change" as defined in Section 382 of the Internal Revenue Code of 1986, as amended. Potential future transactions involving the sale or issuance of UAL common stock may increase the possibility that the Company will experience a future "ownership change" under Section 382. Such transactions may include the exercise of warrants issued in connection with the CARES Act programs, the issuance of UAL common stock for cash, the conversion of any future convertible debt, the repurchase of any debt with the Company's common stock, the acquisition or disposition of any stock by a stockholder owning 5% or more of the outstanding shares of UAL common stock, or a combination of the foregoing.
The Company's stockholders approved a tax benefits preservation plan (the "Plan") in order to preserve the Company's ability to use its NOLs and certain other tax attributes to reduce potential future income tax obligations. The Plan is designed to reduce the likelihood that the Company experiences an "ownership change" by deterring certain acquisitions of Company securities. There is no assurance, however, that the deterrent mechanism in the Plan will be effective, and such acquisitions may still occur. In addition, the Plan may adversely affect the marketability of UAL common stock by discouraging existing or potential investors from acquiring UAL common stock or additional shares of UAL common stock because any non-exempt third party that acquires 4.9% or more of the then-outstanding shares of UAL common stock would suffer substantial dilution of its ownership interest in the Company.
The Company may never realize the full value of its intangible assets or its long-lived assets causing it to record impairments that may negatively affect its financial condition and operating results.
33
In accordance with applicable accounting standards, the Company is required to test its indefinite-lived intangible assets for impairment on an annual basis, or more frequently where there is an indication of impairment, and certain of its other assets for impairment where there is any indication that an asset may be impaired. The Company may be required to recognize losses in the future due to, among other factors, extreme fuel price volatility, tight credit markets, government regulatory changes, decline in the fair values of certain tangible or intangible assets, such as our aircraft, route authorities, airport slots and frequent flyer database, unfavorable trends in historical or forecasted results of operations and cash flows and an uncertain economic environment, as well as other uncertainties. For example, during 2021, the Company recorded $97 million of impairments, which includes impairments resulting from current market conditions for used aircraft that are being held for sale and the decision to retire single-cabin 50-seat regional aircraft as a result of the 2021 United Next order. Also in 2020, the Company recognized $130 million of impairment charges related to its China routes, which were primarily caused by the COVID-19 pandemic, the Company's subsequent suspension of flights to China and a further delay in the expected return of full capacity to the China markets. Adverse changes to our forecasted results could require the Company to recognize additional impairments to its China route indefinite-lived intangible assets in future periods. The Company can provide no assurance that a material impairment loss of tangible or intangible assets will not occur in a future period.
The price of our common stock may fluctuate significantly.
The closing price for our common stock has varied between a high of $53.12 and a low of $30.54 in the year ended December 31, 2022. Volatility in the market price of our common stock may prevent holders from selling shares at or above the prices paid for them. The market price of our common stock could fluctuate significantly for various reasons which include: the market reaction to another COVID-19-like pandemic and our responses thereto; the sale of substantial amounts of our common stock; changes in the prices or availability of oil or jet fuel; our quarterly or annual earnings or those of other companies in our industry; the public's reaction to our press releases, our other public announcements and our filings with the SEC; changes in our earnings or recommendations by research analysts who track our common stock or the stock of other airlines; changes in general conditions in the United States and global economy, financial markets or airline industry, including those resulting from changes in fuel prices or fuel shortages, war, incidents of terrorism, pandemics or responses to such events; changes in the competitive landscape for the airline industry, including any changes resulting from industry consolidation whether or not involving our Company; our liquidity position; and the other risks described in these "Risk Factors."
In addition, in recent periods, the stock market has experienced extreme declines and volatility. This volatility has had a significant negative impact on the market price of securities issued by many companies, including us and other companies in our industry.
The Company's operating results fluctuate due to seasonality and other factors associated with the airline industry, many of which are beyond the Company's control.
Due to greater demand for air travel during the spring and summer months, revenues in the airline industry in the second and third quarters of the year are generally stronger than revenues in the first and fourth quarters of the year, which are periods of lower travel demand. The Company's operating results generally reflect this seasonality but have also been impacted by numerous other factors that are not necessarily seasonal, including, among others, extreme or severe weather, outbreaks of disease, public health issues (including global health epidemics or pandemics such as the COVID-19 pandemic as well as the potential increased government restrictions and regulation), ATC congestion, geological events, political instability, terrorism, natural disasters, changes in the competitive environment due to industry consolidation, tax obligations, general economic conditions and other factors, as well as related consumer perceptions. As a result, the Company's quarterly operating results are not necessarily indicative of operating results for an entire year, and historical operating results in a quarterly or annual period are not necessarily indicative of future operating results. Major global public health issues, including pandemics such as the COVID-19 pandemic, have adversely affected, and could in the future adversely affect, the Company.
Increases in insurance costs or inadequate insurance coverage may materially and adversely impact our business, operating results and financial condition.
The Company maintains insurance policies, including, but not limited to, terrorism, aviation hull and liability, workers' compensation and property and business interruption insurance, but we are not fully insured against all potential hazards and risks incident to our business. If the Company is unable to obtain sufficient insurance with acceptable terms, the costs of such insurance increase materially, or if the coverage obtained is unable to pay or is insufficient relative to actual liability or losses that the Company experiences, whether due to insurance market conditions, policy limitations and exclusions or otherwise, our business, operating results and financial condition could be materially and adversely affected.
ITEM 1B.    UNRESOLVED STAFF COMMENTS.
None.
34
ITEM 2.    PROPERTIES.
Fleet. As of December 31, 2022, United's mainline and regional fleets consisted of the following:
Aircraft TypeTotalOwnedLeasedSeats in Standard Configuration Average Age
(In Years)
Mainline: 
777-300ER22 22 — 350 5.0 
777-200ER55 54 1 276-36222.8 
777-20019 19 — 364 25.5 
787-1019 19 — 318 2.5 
787-938 34 4 257 5.3 
787-812 12 — 243 9.5 
767-400ER16 16 — 231-24021.3 
767-300ER37 37 — 167-21426.8 
757-30021 9 12 234 20.3 
757-20040 36 4 169-17625.9 
737 MAX 948 32 16 179 2.0 
737 MAX 832 16 16 166 0.7 
737-900ER136 136 — 179 10.0 
737-90012 8 4 179 21.3 
737-800141 109 32 166 18.8 
737-70040 35 5 126 23.8 
A320-20099 86 13 150 24.4 
A319-10081 52 29 126 21.1 
Total mainline868 732 136 16.7 
In addition to the aircraft presented in the table above, United is leasing one Boeing 767-200 that is being subleased to a third party as of December 31, 2022.
Aircraft TypeTotalOwnedOwned or Leased by Regional CarrierRegional Carrier Operator and Number of AircraftSeats in Standard Configuration
Regional:  
Embraer E175/E175LL183 81 102 SkyWest:
Mesa:
Republic:		89
63
31		70/76
Embraer 17035 — 35 Republic:35 70 
CRJ70020 — 20 SkyWest:20 70 
CRJ55036 2 34 GoJet:36 50 
CRJ200133 — 133 SkyWest:
Air Wisconsin:		70
63		50 
Embraer ERJ 145XR63 63 — CommuteAir:63 50 
Total regional470 146 324 
In addition to the aircraft presented in the table above, United owned or leased the following regional aircraft as of December 31, 2022:
• 23 CRJ550s,18 Embraer E175LLs and 38 Embraer ERJ 145s that were temporarily grounded; and
• 8 CRJ700s awaiting conversion to CRJ550s.
35
Firm Order and Option Aircraft. As of December 31, 2022, United had firm commitments to purchase aircraft from Boeing and Airbus presented in the table below:
Scheduled Aircraft Deliveries
Aircraft TypeNumber of Firm
 Commitments (a)		20232024After 2024
787102 2 8 92 
737 MAX433 135 88 210 
A321neo70 12 31 27 
A321XLR50 — — 50 
A35045 — — 45 
(a) United also has options and purchase rights for additional aircraft.
The aircraft listed in the table above are scheduled for delivery through 2033. The amount and timing of the Company's future capital commitments could change to the extent that: (i) the Company and the aircraft manufacturers, with whom the Company has existing orders for new aircraft, agree to modify the contracts governing those orders; (ii) rights are exercised pursuant to the relevant agreements to modify the timing of deliveries; or (iii) the aircraft manufacturers are unable to deliver in accordance with the terms of those orders. Airbus notified United that eight Airbus A321neo aircraft scheduled for delivery in 2023, as shown in the table above, are now expected to deliver in 2024, and Boeing notified United that 37 Boeing 737 MAX aircraft scheduled for delivery in 2023, as shown in the table above, are now expected to deliver in 2024. Also, United estimates that an additional six Boeing 737 MAX aircraft scheduled for delivery in 2023, as shown in the table above, will deliver in 2024.
See Note 12 to the financial statements included in Part II, Item 8 of this report for additional information.
Facilities. United leases gates, hangar sites, terminal buildings and other airport facilities in the municipalities it serves. United has major terminal facility leases at SFO, IAD, ORD, LAX, DEN, EWR, IAH and GUM with expiration dates ranging from 2023 through 2053. Substantially all of these facilities are leased on a net-rental basis, resulting in the Company having financial responsibility for maintenance, insurance and other facility-related expenses and services.
United also maintains administrative, catering, cargo, training, maintenance and other facilities to support its operations in the cities it serves. In addition, United has multiple leases, which expire from 2029 through 2033, for its principal executive office and operations center in downtown Chicago and administrative offices in downtown Houston.
In 2022, United expanded its club footprint with new United Clubs in EWR, ORD and Phoenix Sky Harbor International Airport, as well as a new Polaris Club at IAD and announced a planned club expansion at DEN. United also added new operational support facilities with a new Inflight Training Center at IAH and new widebody hangar in LAX. Additionally, in January 2023, United opened new gates in DEN and ORD as well as EWR's New Terminal A.
ITEM 3.    LEGAL PROCEEDINGS.
The Company is involved in legal proceedings, including litigation, arbitration and other claims, and investigations, inspections, subpoenas, audits, inquiries and similar action, involving its passengers, customers, suppliers and employees as well as government agencies arising in the ordinary course of business and that have not been fully resolved. Legal proceedings, in general, and securities, class action and multi-district litigation, in particular, can be expensive and disruptive. Some of these suits may purport or may be determined to be class actions and/or involve parties seeking large and/or indeterminate amounts, including punitive or exemplary damages, and may remain unresolved for several years. Additionally, from time to time, the Company becomes aware of potential non-compliance with applicable environmental regulations, which have either been identified by the Company (through internal compliance programs such as its environmental compliance audits) or through notice from a governmental entity. In some instances, these matters could potentially become the subject of an administrative or judicial proceeding and could potentially involve monetary sanctions.
Management believes, after considering a number of factors, including (but not limited to) the information currently available, the views of legal counsel, the nature of contingencies to which the Company is subject and prior experience, that its defenses and assertions in pending legal proceedings have merit and the ultimate disposition of any pending matter will not materially affect the Company's financial position, results of operations or cash flows. However, the ultimate resolutions of the Company's legal proceedings and other contingencies are inherently unpredictable and subject to significant uncertainties. There can be no assurance that there will not be an increase in the scope of one or more of these pending matters or any other or future lawsuits, claims, government investigations or other legal proceedings will not be material to the Company's financial position, results of
36
operations or cash flows for a particular period. As such, the Company's financial condition and results of operations could be adversely affected in any particular period by the unfavorable resolution of one or more of these matters.
Antitrust Litigation
On June 30, 2015, UAL received a Civil Investigative Demand ("CID") from the Antitrust Division of the DOJ seeking documents and information from the Company in connection with a DOJ investigation related to statements and decisions about airline capacity. The Company has completed its response to the CID. The Company is not able to predict what action, if any, might be taken in the future by the DOJ or other governmental authorities as a result of the investigation. Beginning on July 1, 2015, subsequent to the announcement of the CID, UAL and United were named as defendants in multiple class action lawsuits that asserted claims under the Sherman Antitrust Act, which have been consolidated in the United States District Court for the District of Columbia. The complaints generally allege collusion among U.S. airlines on capacity impacting airfares and seek treble damages. The Company is vigorously defending against the class action lawsuits.

ITEM 4.    MINE SAFETY DISCLOSURES.
Not applicable.
PART II
 
ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information for Common Stock
UAL's common stock is listed on the Nasdaq Global Select Market ("Nasdaq") under the symbol "UAL."
Holders of Common Stock
As of February 9, 2023, there were 5,885 holders of record of UAL common stock.
The number of record holders is based upon the actual number of holders registered on our books at such date based on information provided by Computershare Investor Services, our transfer agent, and does not include holders of shares in "street name" or other holders identified in security position listings maintained by depository trust companies.
Dividend Policy
There were no cash dividend payments during the year ended December 31, 2022 and we do not expect to pay cash dividends in the foreseeable future. Future decisions to pay cash dividends continue to be at the discretion of the Board and will be dependent on our profitability expectations, net income, operating performance, financial condition, capital expenditure requirements and other factors that the Board considers relevant.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
In 2020, the Company's Board of Directors terminated the Company's share repurchase program. As such, the Company did not make any purchases of its common stock during the three months ended December 31, 2022.
Recent Sale of Unregistered Securities and Use of Proceeds
The Company did not sell any securities that were not registered under the Securities Act during the period covered by this report that have not been previously disclosed on a Form 10-Q or Form 8-K.
Stock Performance Graph
The following graph compares the cumulative total stockholder return during the period from December 31, 2017 to December 31, 2022 of UAL's common stock to the Standard and Poor's 500 Index ("SPX") and the NYSE Arca Airline Index ("XAL"). The comparison assumes $100 was invested on December 31, 2017 in our common stock and in each of the foregoing indices and assumes that all dividends were reinvested.
37
ual-20221231_g2.jpg
Note: The stock price performance shown in the graph above should not be considered indicative of potential future stock price performance. The foregoing performance graph is being furnished as part of this report solely in accordance with the requirement under Rule 14a-3(b)(9) to furnish our stockholders with such information, and therefore, shall not be deemed to be filed or incorporated by reference into any filings by the Company under the Securities Act or the Exchange Act.
ITEM 6.    [RESERVED]        


ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Management's discussion and analysis of financial condition and results of operations is provided as a supplement to and should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Form 10-K and the description of our business and reportable segments in Part I, Item 1. Business of this Form 10-K to enhance the understanding of our results of operations, financial condition and cash flows.
This section generally discusses 2022 and 2021 items and year-to-year comparisons between 2022 and 2021. Discussions of 2020 items and year-to-year comparisons between 2021 and 2020 are not included in this Form 10-K and can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the U.S. Securities and Exchange Commission (the "SEC") on February 18, 2022 (the "2021 Annual Report").
Executive Summary
Overview
United Airlines Holdings, Inc. (together with its consolidated subsidiaries, "UAL" or the "Company") is a holding company and its wholly-owned subsidiary is United Airlines, Inc. (together with its consolidated subsidiaries, "United").
As UAL consolidates United for financial statement purposes, disclosures that relate to activities of United also apply to UAL, unless otherwise noted. United's operating revenues and operating expenses comprise nearly 100% of UAL's revenues and operating expenses. In addition, United comprises approximately the entire balance of UAL's assets, liabilities and operating
38
cash flows. When appropriate, UAL and United are named specifically for their individual contractual obligations and related disclosures and any significant differences between the operations and results of UAL and United are separately disclosed and explained. We sometimes use the words "we," "our," "us," and the "Company" in this report for disclosures that relate to all of UAL and United.
Our business and operating results for 2022 continued to be negatively impacted by the COVID-19 pandemic, particularly in the first half of the year. Given the more significant impact of the pandemic on our business and operating results in 2020 and 2021, we believe that a comparison of our 2022 results to 2019 for certain key metrics in this financial overview discussion is more reflective of the impact of the COVID-19 pandemic.
Our current expectations described below are forward-looking statements and our actual results and timing may vary materially based on various factors that include, but are not limited to, those discussed below under "Economic and Market Factors" and "Cautionary Statement Regarding Forward-Looking Statements" and in Part I, Item 1A. Risk Factors, of this Form 10-K.
Strategy
Our shared purpose is "Connecting People. Uniting the World." We have the most comprehensive route network among North American carriers, including U.S. mainland hubs in Chicago, Denver, Houston, Los Angeles, New York/Newark, San Francisco and Washington, D.C.
Our United Next plan is our fundamental strategic evolution for driving future growth that we believe will have a transformational effect on the customer experience and earnings power of our business. As part of our United Next plan, in June 2021 we announced our firm order for the purchase of 270 new Boeing and Airbus aircraft, which at the time was the largest combined order in the airline's history and the biggest by an individual carrier in the last decade. In December 2022, we announced the largest widebody order by a U.S. carrier in commercial aviation history (100 Boeing 787 Dreamliners with options to purchase 100 more), the exercise of options to purchase 44 Boeing 737 MAX aircraft for delivery between 2024 and 2026, the firm orders of 56 more Boeing 737 MAX aircraft for delivery between 2027 and 2028 and the acquisition of an additional 100 options to purchase additional Boeing 737 MAX aircraft. We now expect to take delivery of about 700 new narrow and widebody aircraft by the end of 2033.
Our groundbreaking United Next strategy is expected to increase United's average gauge in North America, to increase the total number of available seats per departure and to significantly lower carbon emissions per seat. United will retrofit 100% of its mainline, narrow-body planes with its signature interior that includes seat-back entertainment in every seat, larger overhead bins for every passenger's carry-on bag and the industry's fastest available in-flight WiFi, as well as a bright look-and-feel with LED lighting. The carrier's international widebodies will feature the United Polaris® business class seat as well as United Premium Plus® seating. The Company plans to replace older, smaller mainline jets and at least 200 single-class regional jets with larger aircraft, which we expect will lead to fuel efficiency benefits compared to older planes, including an expected 17-25% lower carbon emissions per seat compared to older planes. We believe that United Next will allow us to differentiate our network and segment our products with a greater premium offering while also maintaining fare competitiveness with low-cost carriers.
The Company remains squarely focused on delivering on four strategic pillars:
•United Next: Along with the items mentioned above, additional elements of the United Next plan include hiring over 50,000 new employees, expanding our leading global network to underserved countries and making significant technology changes designed to improve the customer experience and drive operational efficiency.
•Operational excellence: The most important factor for customer satisfaction is on-time flights. We face some unique challenges in this respect because we operate hubs in the most congested and constrained airports in the country. That backdrop means that United needs to be a leader at using technology to overcome these challenges. We believe that we have been doing that, but we have a lot of ideas to continue making advancements in this area.
•Adjusted cost per available seat mile ("CASM-ex"): We believe that our CASM-ex (a non-GAAP financial measure defined as cost or operating expense per available seat mile ("CASM") excluding fuel, profit sharing, third-party business expense and special charges (credits)) targets in connection with our United Next plan will be key in driving absolute and relative margin improvement. Moreover, having best-in-class CASM-ex performance is expected to provide the cash flow needed to support our planned investments in growth.
•Customer service: We believe that excellent customer service is part of de-commoditizing air travel. Our people are our greatest asset and they are by far the most important part of our product. A great route network, new aircraft, great
39
Wi-Fi, etc. are a necessary but not sufficient condition for a great brand. Ultimately our people provide customers with the service they expect.
Economic and Market Factors
The airline industry is highly competitive, marked by significant competition with respect to routes, fares, schedules (both timing and frequency), services, products, customer service and frequent flyer programs. We, like other companies in our industry, have been subject to these and other industry-specific competitive dynamics. In addition, our operations, supply chain, partners and suppliers have been subject to various global macroeconomic factors. We expect to continue to remain vulnerable to a number of industry-specific and global macroeconomic factors that may cause our actual results of operations to differ from our historical results of operations or current expectations. The factors and trends that we currently believe are or will be most impactful to our results of operations and financial condition include the following: the execution risks associated with our United Next plan; the impact on the Company of significant operational challenges by third parties on which we rely; rising inflationary pressures; labor market and supply chain constraints and related costs affecting us and our partners; volatile fuel prices; aircraft delivery delays; the lasting effects of the COVID-19 global pandemic and related governmental regulations and restrictions, that we believe will change how our customers fly in ways that we expect to be both positive and negative for the Company, including the lingering impact of the pandemic on the return of business and international—especially in our China market— travel demand to pre-COVID-19 levels; the closure of our flying airspace and termination of other operations due to regional conflicts, including the continuation of the suspension of our overflying in Russian airspace as well as third-party general sales agent services in Russia as a result of the Russia-Ukraine military conflict and an escalation of the broader economic consequences of the conflict beyond their current scope; and changes in general economic conditions in the markets in which the Company operates, including an economic downturn leading to a decrease in demand for air travel or fluctuations in foreign currency exchange rates that may impact international travel demand. We continue to monitor the potential favorable or unfavorable impacts of these and other factors on our business, operations, financial condition and future results of operations, which are dependent on future developments, including as a result of those factors discussed in Item 1A. Risk Factors, of this Form 10-K. Our future results of operations may be subject to volatility and our growth plans may be delayed, particularly in the short term, due to the impact of the above factors and trends. For instance, we have delayed a portion of our previously planned capacity increases for full year 2023 in response to several factors and trends noted above and may need to implement further modifications. However, based on the current trend of our business operations, the Company believes that the long-term outlook for the Company remains positive due to the expected continued return of travel demand and the anticipated benefits by the United Next plan. Absent significant and prolonged COVID-19 relapses or global economic disruptions, we believe that the expected long-term increase in travel demand will offset increased costs and that the expected operational challenges can be managed in a manner that will allow us to support increased demand.
Despite the lingering effects of COVID-19 induced business interruptions, which has caused the Company's recovery from the COVID-19 pandemic not to follow a linear path, we have seen increasing demand for travel both domestically and internationally in countries where entry is permitted as we operated at approximately 87% of our 2019 capacity during 2022. However, it remains difficult to reasonably assess or predict the full extent of the impact of the COVID-19 pandemic on the broader economy and how consumer behavior may change—and whether such change is temporary or permanent. As a result, the Company's operational and financial performance, particularly in the short-term, may be subject to volatility in the future. Risks and uncertainties related to the COVID-19 pandemic are further described in Part I, Item 1A. Risk Factors.
Results of Operations
Select financial data and operating statistics are provided in the tables below:
(in millions)2022202120202019
Operating revenue$44,955 $24,634 $15,355 $43,259 
Operating expense42,618 25,656 21,714 38,958 
Operating income (loss)2,337 (1,022)(6,359)4,301 
Nonoperating expense, net(1,347)(1,535)(2,463)(387)
Income tax expense (benefit)253 (593)(1,753)905 
Net income (loss)$737 $(1,964)$(7,069)$3,009 

40
2022202120202019
Passengers (thousands) (a)144,300104,08257,761162,443
Revenue passenger miles ("RPMs") (millions) (b)206,791128,97973,883239,360
Available seat miles ("ASMs") (millions) (c)
247,858178,684122,804284,999
Cargo revenue ton miles (millions) (d)3,0413,2852,7113,329
Passenger load factor (e)83.4 %72.2 %60.2 %84.0 %
Passenger revenue per available seat mile ("PRASM") (cents)16.1511.309.6113.90
Total revenue per available seat mile ("TRASM") (cents)18.1413.7912.5015.18
Average yield per revenue passenger mile ("Yield") (cents) (f)19.3615.6615.9816.55
CASM (cents)17.1914.3617.6813.67
CASM-ex (Non-GAAP) (cents)11.7312.9617.1310.21
Average stage length (miles) (g)1,4371,3151,3071,460
Employee headcount, as of December 3192,80084,10074,40095,900
(a)The number of revenue passengers measured by each flight segment flown.
(b)The number of scheduled miles flown by revenue passengers.
(c)The number of seats available for passengers multiplied by the number of scheduled miles those seats are flown.
(d)The number of cargo revenue tons transported multiplied by the number of miles flown.
(e)RPMs divided by ASMs.
(f)The average passenger revenue received for each revenue passenger mile flown.
(g)Average stage length equals the average distance a flight travels weighted for size of aircraft.
Operating Revenue. The table below illustrates the year-over-year percentage change in the Company's operating revenues for the years ended December 31 (in millions, except percentage changes):
20222021Increase (Decrease)% Change
Passenger revenue$40,032 $20,197 $19,835 98.2 
Cargo2,171 2,349 (178)(7.6)
Other operating revenue2,752 2,088 664 31.8 
Total operating revenue$44,955 $24,634 $20,321 82.5 
The table below presents passenger revenue and select operating data of the Company, broken out by geographic region, expressed as year-over-year changes:
Increase (decrease) from 2021:
DomesticAtlanticPacific
Latin
Total
Passenger revenue (in millions)$11,104 $5,634 $1,513 $1,584 $19,835 
Passenger revenue74.9 %244.3 %247.2 %64.3 %98.2 %
Average fare per passenger31.2 %21.6 %4.8 %35.4 %43.0 %
Yield27.0 %31.8 %(15.1)%24.6 %23.6 %
PRASM36.0 %80.9 %100.0 %50.5 %42.9 %
Passengers33.3 %183.1 %231.5 %21.4 %38.6 %
RPMs37.8 %161.3 %309.0 %31.8 %60.3 %
ASMs28.7 %90.3 %73.4 %9.1 %38.7 %
Passenger load factor (points)5.6 22.5 39.3 14.4 11.2 
Passenger revenue increased $19.8 billion, or 98.2%, in 2022 as compared to 2021, primarily due to the ongoing recovery in air travel which was impacted by the COVID-19 pandemic and strength in the pricing environment as a result of inflationary pressures on fuel prices and other costs.
Cargo revenue decreased $178 million, or 7.6%, in 2022 as compared to 2021, primarily due to lower yields as a result of increased market capacity. Cargo revenue was especially high in 2021 due to the limited market capacity, lower passenger load factors and the utilization of cargo-only flights in the first half of 2021.
Other operating revenue increased $664 million, or 31.8%, in 2022 as compared to 2021, primarily due to an increase in mileage revenue from non-airline partners, including credit card spending recovery with our co-branded credit card partner,
41
JPMorgan Chase Bank, N.A. ("Chase"), as well as an increase in the purchases of United Club memberships and lounge passes in the current year.
Operating Expense. The table below includes data related to the Company's operating expense for the years ended December 31 (in millions, except percentage changes):
20222021Increase (Decrease)% Change
Aircraft fuel$13,113 $5,755 $7,358 127.9 
Salaries and related costs11,466 9,566 1,900 19.9 
Landing fees and other rent2,576 2,416 160 6.6 
Depreciation and amortization2,456 2,485 (29)(1.2)
Regional capacity purchase2,299 2,147 152 7.1 
Aircraft maintenance materials and outside repairs2,153 1,316 837 63.6 
Distribution expenses1,535 677 858 126.7 
Aircraft rent252 228 24 10.5 
Special charges (credits)140 (3,367)(3,507)NM
Other operating expenses6,628 4,433 2,195 49.5 
Total operating expenses$42,618 $25,656 $16,962 66.1 
Aircraft fuel expense increased $7.4 billion, or 127.9%, in 2022 as compared to 2021, primarily due to both a higher average price per gallon of fuel and increased consumption from higher flight activity. The table below presents the significant changes in aircraft fuel cost per gallon for the years ended December 31 (in millions, except percentage changes and per gallon data):
20222021% Change
Fuel expense$13,113 $5,755 127.9 
Total fuel consumption (gallons)3,608 2,729 32.2 
Average price per gallon$3.63 $2.11 72.0 
Salaries and related costs increased $1.9 billion, or 19.9%, in 2022 as compared to 2021, primarily due to an approximately 10% increase in headcount, volume-driven pay from increased flight activity, an increase in employee incentive accruals due to current year profitability (including profit sharing of $133 million in 2022) and $405 million of employee retention credits under the CARES Act in 2021 that did not reoccur in 2022.
Landing fees and other rent increased $160 million, or 6.6%, in 2022 as compared to 2021, primarily due to an increase in landed weight volume as a result of increased flight activity.
Regional capacity purchase costs increased $152 million, or 7.1%, in 2022 as compared to 2021, primarily due to rate increases.
Aircraft maintenance materials and outside repairs increased $837 million, or 63.6%, in 2022 as compared to 2021, primarily due to higher volumes of flying, increased engine overhauls, higher repair volumes, heavy airframe checks and contractual rate escalations.
Distribution expenses increased $858 million, or 126.7%, in 2022 as compared to 2021, primarily due to higher credit card fees, higher travel agency commissions and higher volumes of global distribution fees as a result of the overall increase in passenger revenue. Distribution expenses were also impacted by a higher proportion of business travel as compared to leisure travel, which can result in higher cost distribution channels and forms of payment.
The table below presents special charges (credits) recorded by the Company during the years ended December 31 (in millions):
20222021
CARES Act grant$— $(4,021)
Severance and benefit costs— 438 
Impairment of assets— 97 
(Gains) losses on sale of assets and other special charges140 119 
Total special charges (credits)$140 $(3,367)
42
See Note 13 to the financial statements included in Part II, Item 8 of this report for additional information.
Other operating expenses increased $2.2 billion, or 49.5%, in 2022 as compared to 2021, primarily due to increases in ground handling, passenger services, food and beverage offerings, navigation fees and personnel-related costs as a direct result of the increase in flight activity and inflationary pressures and higher expenditures on information technology projects and services.
Nonoperating Income (Expense). The following table illustrates the year-over-year dollar and percentage changes in the Company's nonoperating income (expense) for the years ended December 31 (in millions, except percentage changes):
20222021Increase (Decrease)% Change
Interest expense$(1,778)$(1,657)$121 7.3 
Interest income298 36 262 NM
Interest capitalized105 80 25 31.3 
Unrealized gains (losses) on investments, net20 (34)(54)(158.8)
Miscellaneous, net 8 40 (32)(80.0)
Total nonoperating expense, net$(1,347)$(1,535)$(188)(12.2)
Interest expense increased $121 million, or 7.3%, in 2022 as compared to 2021, primarily due to higher interest rates on variable rate debt as well as a full year of interest expense in 2022 on certain debt incurred in the second quarter of 2021.
Interest income increased $262 million in 2022 as compared to 2021, primarily due to higher short-term investments in U.S. government and agency notes. See Note 8 to the financial statements included in Part II, Item 8 of this report for additional information.
Unrealized gains on investments, net was $20 million in 2022 as compared to unrealized losses on investments, net of $34 million in 2021, primarily due to the change in the market value of the Company's investments in equity securities. See Notes 8 and 13 to the financial statements included in Part II, Item 8 of this report for additional information.
Income Taxes. See Note 6 to the financial statements included in Part II, Item 8 of this report for information related to income taxes.
Liquidity and Capital Resources
As of December 31, 2022, the Company had $16.4 billion in unrestricted cash, cash equivalents and short-term investments, a decrease of approximately $2.0 billion from December 31, 2021. We believe that our existing cash, cash equivalents and short-term investments, together with cash generated from operations, will be sufficient to satisfy our anticipated liquidity needs for the next twelve months and we expect to meet our long-term liquidity needs with our anticipated access to the capital markets and projected cash from operations. We regularly assess our anticipated working capital needs, debt and leverage levels, debt maturities, capital expenditure requirements (including in connection with our capital commitments for our firm order aircraft) and future investments or acquisitions in order to maximize shareholder return, efficiently finance our ongoing operations and maintain flexibility for future strategic transactions. We also regularly evaluate our liquidity and capital structure to ensure financial risks, adequate liquidity access and lower cost of capital are efficiently managed.
The Revolving Credit and Guaranty Agreement, under the Term Loan Credit and Guaranty Agreement (the "2021 Term Loan Facility"), provides revolving loan commitments of up to $1.75 billion until April 21, 2025, subject to certain customary conditions. No borrowings were outstanding under this facility at December 31, 2022.
We have a significant amount of fixed obligations, including debt, leases of aircraft, airport and other facilities, and pension funding obligations. As of December 31, 2022, the Company had approximately $37.3 billion of debt, finance lease, operating lease and other financial liabilities, including $3.6 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. Our debt agreements contain customary terms and conditions as well as various affirmative, negative and financial covenants that, among other things, restrict the ability of the Company and its subsidiaries to incur additional indebtedness and pay dividends or repurchase stock. As of December 31, 2022, UAL and United were in compliance with their respective debt covenants. As of December 31, 2022, a substantial portion of the Company's assets, principally aircraft and certain related assets, its loyalty program, route authorities and airport slots, was pledged under various loan and other agreements. See Note 9 to the financial statements included in Part II, Item 8 of this report for additional information on aircraft financing and other debt instruments.
43
For 2023, the Company expects approximately $8.5 billion of gross capital expenditures (including expenditures for assets acquired through the issuance of debt, finance leases and other financial liabilities). The Company's estimate for aircraft expenditures reflects its assumptions regarding delayed aircraft deliveries. See Note 12 to the financial statements included in Part II, Item 8 of this report for additional information on commitments, including aircraft expenditures reflecting contractual delivery dates without adjustment for expected delays. 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.
The following table summarizes our cash flow for the years ended December 31 (in millions):
2022202120202019
Total cash provided by (used in):
Operating activities$6,066 $2,067 $(4,133)$6,909 
Investing activities(13,829)(1,672)50 (4,560)
Financing activities(3,349)6,396 12,957 (1,280)
Net increase (decrease) in cash, cash equivalents and restricted cash$(11,112)$6,791 $8,874 $1,069 
See the Statements of Consolidated Cash Flows included in Part II, Item 8 of this report for additional information.
Operating Activities. Cash flows provided by operating activities for 2022 were $4.0 billion higher than 2021 primarily due to an approximately $3.4 billion increase in operating income as improvements in the demand for air travel continued and an approximately $0.6 billion increase in various working capital items.
In 2021, United entered into two Payroll Support Program Extension Agreements (collectively, the "PSP2 and PSP3 Agreements") with the U.S. Treasury Department ("Treasury") providing the Company with total funding of approximately $5.8 billion, pursuant to the Payroll Support Program. These funds were used to pay for the wages, salaries and benefits of United employees, including the payment of lost wages, salaries and benefits to returning employees who were previously impacted by involuntary furloughs. Approximately $4.1 billion was provided as a direct grant and $1.7 billion as indebtedness evidenced by two 10-year senior unsecured promissory notes (collectively, the "PSP2 and PSP3 Notes"). See Note 2 to the financial statements included in Part II, Item 8 of this report for additional information on the warrants issued in connection with the PSP2 and PSP3 Notes and Note 9 to such financial statements for a discussion of the PSP2 and PSP3 Notes.
Investing Activities. Cash flows used in investing activities increased $12.2 billion in 2022 as compared to the year-ago period mainly related to an approximately $9.5 billion increase in net purchase and sales of short-term and other investments. Capital expenditures increased by $2.7 billion in 2022, as compared to 2021, and totaled $4.8 billion attributable to the purchase of aircraft and aircraft spare parts, advance deposits for future aircraft purchases and spend on facility and technology related projects. Capital expenditures for 2021 were $2.1 billion and were primarily attributable to advance deposits for future aircraft purchases.
Financing Activities. Significant financing events in 2022 were as follows:
Debt, Finance Lease and Other Financing Liability Principal Payments. During 2022, the Company made $4.0 billion of principal payments on debt, finance leases, and other financing liabilities.
Debt Issuances. During 2022, United borrowed $0.8 billion for aircraft financings.
See Note 9 to the financial statements included in Part II, Item 8 of this report for additional information.
Significant financing events in 2021 were as follows:
Debt, Finance Lease and Other Financing Liability Principal Payments. During 2021, the Company made $5.2 billion in principal payments for debt, finance leases, and other financing liabilities. The Company:
•repaid in full $1.4 billion aggregate principal amount outstanding under a 2017 term loan facility;
•repaid in full $1.0 billion aggregate principal amount outstanding under a 2017 revolving credit facility;
•repaid in full $520 million aggregate principal amount outstanding under a CARES Act loan; and
•made $1.9 billion of aircraft-related debt principal payments.
Debt Issuances. During 2021, United received and recorded:
44
•$5.0 billion from a new term loan;
•$4.0 billion from the issuance of 4.375% senior secured notes due 2026 and 4.625% senior secured notes due 2029;
•$1.7 billion from senior unsecured notes under the Payroll Support Program Extension Agreements of the CARES Act; and
•$600 million of proceeds as debt from the enhanced equipment trust certificates pass-through trusts established in February 2021.
Share Issuances. During 2021, the Company raised approximately $532 million in net cash proceeds from the issuance and sale of UAL common stock through "at the market offerings" under equity distribution agreements entered into in June 2020 and March 2021.
For additional information regarding these Liquidity and Capital Resource matters, see Notes 2, 9, 10 and 12 to the financial statements included in Part II, Item 8 of this report. For information regarding non-cash investing and financing activities, see the Company's statements of consolidated cash flows. For a discussion of the Company's sources and uses of cash in 2021 as compared to 2020, see "Liquidity and Capital Resources" in Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in the 2021 Annual Report.
Credit Ratings. As of the filing date of this report, UAL and United had the following corporate credit ratings:
S&PMoody'sFitch
UALB+Ba2B+
UnitedB+*B+
*The credit agency does not issue corporate credit ratings for subsidiary entities.
These credit ratings are below investment grade levels; however, the Company has been able to secure financing with investment grade credit ratings for certain EETCs, term loans and secured bond financings. Downgrades from these rating levels, among other things, could restrict the availability, or increase the cost, of future financing for the Company as well as affect the fair market value of existing debt. A rating reflects only the view of a rating agency and is not a recommendation to buy, sell or hold securities. Ratings can be revised upward or downward at any time by a rating agency if such rating agency decides that circumstances warrant such a change.
Other Liquidity Matters
Below is a summary of additional liquidity matters. See the indicated notes to our consolidated financial statements included in Part II, Item 8 of this report for additional details related to these and other matters affecting our liquidity and commitments.
Pension and other postretirement plansNote 7
Long-term debt and debt covenantsNote 9
Leases and capacity purchase agreementsNote 10
Commitments and contingenciesNote 12
The Company's business is capital intensive, requiring significant amounts of capital to fund the acquisition of assets, particularly aircraft. In the past, the Company has funded the acquisition of aircraft with cash, by using EETC financing, by entering into finance or operating leases, or through other financings. The Company also often enters into long-term lease commitments with airports to ensure access to terminal, cargo, maintenance and other required facilities.
The table below provides a summary of the Company's current and long-term material cash requirements as of December 31, 2022 (in billions):
45
20232024202520262027After 2027
Long-term debt (a)$2.9 $3.9 $3.4 $5.2 $2.4 $13.7 
Finance leases—principal portion0.1 — — — — — 
Interest on debt and finance leases (b)1.7 1.4 1.2 1.0 0.8 0.9 
Operating leases (c)0.9 0.7 0.6 0.6 0.8 3.2 
Leases not yet commenced (d)0.2 0.3 0.4 0.4 0.4 1.5 
Other financial liabilities0.1 0.1 0.1 0.1 0.4 0.4 
Regional CPAs (e)2.2 1.9 1.5 1.3 0.9 3.2 
Postretirement benefit payments (f)0.1 0.1 0.1 0.1 0.1 0.3 
Pension funding (g)— — 0.1 0.4 0.2 0.5 
Capital and other purchases (h)10.2 8.0 7.8 5.9 5.0 16.6 
Total$18.4 $16.4 $15.2 $15.0 $11.0 $40.3 
(a)Long-term debt presented in the Company's financial statements is net of $386 million of debt discount, premiums and debt issuance costs which are being amortized over the debt terms. Cash requirements do not include the debt discount, premiums and debt issuance costs.
(b)Future interest payments on variable rate debt were computed using the rates as of December 31, 2022.
(c)Represents future payments under fixed rate operating lease obligations. See Note 10 to the financial statements included in Part II, Item 8 of this report for information on variable rate and short-term operating leases.
(d)Represents future payments under leases that have not yet commenced and are not included in the consolidated balance sheet. See Note 10 to the financial statements included in Part II, Item 8 of this report for information on these leases.
(e)Represents our estimates of future minimum noncancelable commitments under our CPAs and does not include the portion of the underlying obligations for aircraft and facility rent that is disclosed as part of operating lease obligations. Amounts also exclude a portion of United's finance lease obligations recorded for certain of its CPAs. See Note 10 to the financial statements included in Part II, Item 8 of this report for the significant assumptions used to estimate the payments.
(f)Amounts represent postretirement benefit payments through 2032. Benefit payments approximate plan contributions as plans are substantially unfunded.
(g)Represents an estimate of the minimum funding requirements as determined by government regulations for United's U.S. pension plans. Amounts are subject to change based on numerous assumptions, including the performance of assets in the plans and bond rates.
(h)Represents contractual commitments for firm order aircraft, spare engines and other capital purchase commitments. See Note 12 to the financial statements included in Part II, Item 8 of this report for a discussion of our purchase commitments.
In addition to the material cash requirements discussed above, the Company has made certain guarantees that could have a material future effect on the Company's cash requirements:
Letters of Credit and Surety Bonds. As of December 31, 2022, United had approximately $441 million of letters of credit and surety bonds securing various obligations with expiration dates through 2032. Certain of these amounts are cash collateralized and reported within Restricted cash on our statement of financial position. See Note 12 to the financial statements included in Part II, Item 8 of this report for more information related to these letters of credit and surety bonds.
Guarantee of Debt of Others. As of December 31, 2022, United is the guarantor of $92 million of aircraft mortgage debt issued by one of United's regional carriers. The aircraft mortgage debt is subject to increased cost provisions and the Company would potentially be responsible for those costs under the guarantees. The increased cost provisions in the $92 million of aircraft mortgage debt are similar to those in certain of the Company's debt agreements. See discussion under Increased Cost Provisions, below, for additional information on increased cost provisions related to the Company's debt.
Fuel Consortia. United participates in numerous fuel consortia with other air carriers at major airports to reduce the costs of fuel distribution and storage. Interline agreements govern the rights and responsibilities of the consortia members and provide for the allocation of the overall costs to operate the consortia based on usage. The consortia (and in limited cases, the participating carriers) have entered into long-term agreements to lease certain airport fuel storage and distribution facilities that are typically financed through tax-exempt bonds, either special facilities lease revenue bonds or general airport revenue bonds, issued by various local municipalities. In general, each consortium lease agreement requires the consortium to make lease payments in amounts sufficient to pay the maturing principal and interest payments on the bonds. As of December 31, 2022, approximately $2.5 billion principal amount of such bonds was secured by significant fuel facility leases in which United participates, as to which United and each of the signatory airlines has provided indirect guarantees of the debt. As of December 31, 2022, the Company's contingent exposure was approximately $400 million principal amount of such bonds based on its recent consortia participation. The Company's contingent exposure could increase if the participation of other air carriers decreases. The guarantees will expire when the tax-exempt bonds are paid in full, which ranges from 2023 to 2056. The Company concluded it was not necessary to record a liability for these indirect guarantees.
46
Increased Cost Provisions. In United's financing transactions that include loans in which United is the borrower, United typically agrees to reimburse lenders for any reduced returns with respect to the loans due to any change in capital requirements and, in the case of loans with respect to which the interest rate is based on LIBOR or SOFR, for certain other increased costs that the lenders incur in carrying these loans as a result of any change in law, subject, in most cases, to obligations of the lenders to take certain limited steps to mitigate the requirement for, or the amount of, such increased costs. At December 31, 2022, the Company had $12.9 billion of floating rate debt with remaining terms of up to 12 years that are subject to these increased cost provisions. In several financing transactions involving loans or leases from non-U.S. entities, with remaining terms of up to 12 years and an aggregate balance of $9.8 billion, the Company bears the risk of any change in tax laws that would subject loan or lease payments thereunder to non-U.S. entities to withholding taxes, subject to customary exclusions.
Critical Accounting Policies
Critical accounting policies are defined as those that are affected by significant judgments and uncertainties which potentially could result in materially different accounting under different assumptions and conditions. The Company has prepared the financial statements in conformity with GAAP, which requires management to make estimates and assumptions that affect the reported amounts in the financial statements. Actual results could differ from those estimates under different assumptions or conditions. The Company has identified the following critical accounting policies that impact the preparation of the financial statements.
Revenue Recognition. Passenger revenue is recognized when transportation is provided. Passenger tickets and related ancillary services sold by the Company for flights are purchased primarily via credit card transactions, with payments collected by the Company in advance of the performance of related services. The Company initially records ticket sales in its Advance ticket sales liability, deferring revenue recognition until the travel occurs. For travel that has more than one flight segment, the Company deems each segment as a separate performance obligation and recognizes revenue for each segment as travel occurs. Tickets sold by other airlines where the Company provides the transportation are recognized as passenger revenue at the estimated value to be billed to the other airline when travel is provided. Differences between amounts billed and the actual amounts may be rejected and rebilled or written off if the amount recorded was different from the original estimate. When necessary, the Company records a reserve against its billings and payables with other airlines based on historical experience.
The Company sells certain tickets with connecting flights with one or more segments operated by its other airline partners. For segments operated by its other airline partners, the Company has determined that it is acting as an agent on behalf of the other airlines as they are responsible for their portion of the contract (i.e. transportation of the passenger). The Company, as the agent, recognizes revenue within Other operating revenue at the time of the travel for the net amount representing commission to be retained by the Company for any segments flown by other airlines.
Advance ticket sales represent the Company's liability to provide air transportation in the future. All tickets sold at any given point in time have travel dates through the next 12 months. The Company defers amounts related to future travel in its Advance ticket sales liability account. The Company's Advance ticket sales liability also includes credits issued to customers for future flights ("FFCs") and electronic travel certificates ("ETCs"), primarily for ticket cancellations, which can be applied towards a purchase of a new ticket. FFCs and ETCs are valid up to one year from the date of issuance; however, all credits issued on or before December 31, 2022 have been extended to December 31, 2023.
The Company estimates the value of Advance ticket sales that will expire unused ("breakage") and recognizes revenue in proportion to the usage of the related tickets. To determine breakage, the Company uses its historical experience with expired tickets and certificates and other facts, such as recent aging trends, program changes and modifications that could affect the ultimate expiration patterns. Given the uncertainty of travel demand caused by the COVID-19 pandemic, changes in our estimates of FFCs and ETCs that may expire unused could have a material impact on revenue. Changes in estimates of breakage are recognized prospectively in proportion to the remaining usage of the related tickets.
Frequent Flyer Accounting. United's MileagePlus loyalty program builds customer loyalty by offering awards, benefits and services to program participants. Members in this program earn miles for travel on United, United Express, Star Alliance members and certain other airlines that participate in the program. Members can also earn miles by purchasing goods and services from our network of non-airline partners. We have contracts to sell miles to these partners with the terms extending from one to seven years. These partners include domestic and international credit card issuers, retail merchants, hotels, car rental companies and our participating airline partners. Miles can be redeemed for free (other than taxes and government-imposed fees), discounted or upgraded air travel and non-travel awards.
Co-Brand Agreement. United has a contract (the "Co-Brand Agreement") to sell MileagePlus miles to its co-branded credit card partner Chase. Chase awards miles to MileagePlus members based on their credit card activity. United identified the following significant separately identifiable performance obligations in the Co-Brand Agreement:
47
•MileagePlus miles awarded – United has a performance obligation to provide MileagePlus cardholders with miles to be used for air travel and non-travel award redemptions. The Company records Passenger revenue related to the travel awards when the transportation is provided and records Other revenue related to the non-travel awards when the goods or services are delivered. The Company records the cost associated with non-travel awards in Other operating revenue, as an agent.
•Marketing – United has a performance obligation to provide Chase access to United's customer list and the use of United's brand. Marketing revenue is recorded to Other operating revenue as miles are delivered to Chase.
•Advertising – United has a performance obligation to provide advertising in support of the MileagePlus card in various customer contact points such as United's website, email promotions, direct mail campaigns, airport advertising and in-flight advertising. Advertising revenue is recorded to Other operating revenue as miles are delivered to Chase.
•Other travel-related benefits – United's performance obligations are comprised of various items such as waived bag fees, seat upgrades and lounge passes. Lounge passes are recorded to Other operating revenue as customers use the lounge passes. Bag fees and seat upgrades are recorded to Passenger revenue at the time of the associated travel.
We account for all the payments received under the Co-Brand Agreement by allocating them to the separately identifiable performance obligations. The fair value of the separately identifiable performance obligations is determined using management's estimated selling price of each component. The objective of using the estimated selling price based methodology is to determine the price at which we would transact a sale if the product or service were sold on a stand-alone basis. Accordingly, we determine our best estimate of selling price by considering multiple inputs and methods including, but not limited to, discounted cash flows, brand value, volume discounts, published selling prices, number of miles awarded and number of miles redeemed. The Company estimated the selling prices and volumes over the term of the Co-Brand Agreement, at the inception of the contract, in order to determine the allocation of proceeds to each of the components to be delivered. We also evaluate volumes on an annual basis, which may result in a change in the allocation of the estimated consideration from the Co-Brand Agreement on a prospective basis.
Indefinite-lived intangible assets. The Company has indefinite-lived intangible assets, including goodwill. Goodwill and indefinite-lived intangible assets are not amortized but are reviewed for impairment on an annual basis as of October 1, or on an interim basis whenever a triggering event occurs. An impairment occurs when the fair value of an intangible asset is less than its carrying value. The Company determines the fair value using a variation of the income approach known as the excess earnings method, which discounts an asset's projected future net cash flows to determine the current fair value. Assumptions used in the discounted cash flow methodology include a discount rate, which is based upon the Company's current weighted average cost of capital plus an asset-specific risk factor, and a projection of sales, expenses, gross margin, tax rates and contributory asset charges for several future years and a terminal growth rate. The assumptions used for future projections are determined based upon the Company's asset-specific forecasts along with the Company's strategic plan. These assumptions are inherently uncertain as they relate to future events and circumstances. Actual results will be influenced by the competitive environment, fuel costs and other expenses, and potentially other unforeseen events or circumstances that could have a material impact on future results.
In 2022, the Company evaluated its intangible assets for possible impairments. For the Company's China route authority, the Company performed a quantitative assessment which involved determining the fair value of the asset and comparing that amount to the asset's carrying value. For all other intangible assets, the Company performed a qualitative assessment of whether it was more likely than not that an impairment had occurred. To determine fair value, the Company used discounted cash flow methods appropriate for each asset. Key inputs into the models included forecasted capacity, revenues, fuel costs, other operating costs and an overall discount rate. The assumptions used for future projections include that demand will continue to recover. These assumptions are inherently uncertain as they relate to future events and circumstances.
See Notes 1 and 13 to the financial statements included in Part II, Item 8 of this report for additional information.
Tax valuation allowance. A tax valuation allowance is recognized if it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company's management assesses available positive and negative evidence regarding the Company's ability to realize its deferred tax assets and records a valuation allowance when it is more likely than not that deferred tax assets will not be realized. In order to form a conclusion, management considers positive evidence in the form of taxable income in prior carryback years, reversing temporary differences, tax planning strategies and projections of future taxable income during the periods in which those temporary differences become deductible, as well as negative evidence such as historical losses. Although the Company incurred losses in 2021 and 2020, management determined that these results were not indicative of future results due to the impact of the COVID-19 pandemic on its operations. The Company concluded that the positive evidence outweighs the negative evidence, primarily driven by approval and distribution of COVID-19 vaccines as well as increased confidence with the timing of the recovery, as evidenced in our 2022 return to profitability. The Company has $7.5 billion of deferred tax assets, of which $2.8 billion (tax effected) are attributable to federal net operating
48
losses ("NOLs") at December 31, 2022. The majority of the NOLs do not expire and the Company expects to realize the benefits of the NOLs and other deferred tax assets through the reversal of certain existing deferred tax liabilities of $6.7 billion and the remaining $0.8 billion through projected future taxable income. Assumptions about our future taxable income are consistent with the plans and estimates used to manage our business. Therefore, we have not recorded a valuation allowance on our deferred tax assets other than the capital loss carryforwards and certain state attributes that have short expiration periods. While the Company expects to generate sufficient future income to fully utilize its deferred tax assets (including NOLs), the Company may have to record a valuation allowance, which could be material, against deferred tax assets if negative evidence such as reduced forecasted income outweigh positive evidence.
Recording a valuation allowance against our NOLs would not impact our ability to use them to offset cash taxes payable. However, our ability to use NOLs may be significantly limited due to various circumstances, as discussed in more detail in Part I, Item 1A. Risk Factors—"The Company's ability to use its net operating loss carryforwards and certain other tax attributes to offset future taxable income for U.S. federal income tax purposes may be significantly limited due to various circumstances, including certain possible future transactions involving the sale or issuance of UAL common stock, or if taxable income does not reach sufficient levels."
As of December 31, 2022, the Company has recorded $175 million of valuation allowance against its capital loss deferred tax assets. Capital losses have a limited carryforward period of five years, and they can be utilized only to the extent of capital gains. The Company does not anticipate generating sufficient capital gains to utilize the losses before they expire, therefore, a valuation allowance is necessary as of December 31, 2022. Additionally, the Company recorded a valuation allowance of $24 million on certain state deferred tax assets primarily due to state NOLs that have short expiration periods.
Supplemental Information
The Company evaluates its financial performance utilizing various GAAP and non-GAAP financial measures, including CASM-ex. The Company has provided CASM-ex, a non-GAAP financial measure, which is not calculated or presented in accordance with GAAP, as supplemental information and in addition to the financial measure that is calculated and presented in accordance with GAAP. Management believes that adjusting for special charges (credits) is useful to investors because special charges (credits) are not indicative of UAL's ongoing performance. Management also believes that excluding third-party business expenses, such as expenses associated with maintenance and ground handling for third parties from CASM, provides more meaningful disclosure because these expenses are not directly related to the Company's core business. Management also believes that excluding fuel costs from CASM is useful to investors because it provides an additional measure of management's performance excluding the effects of a significant cost item over which management has limited influence. Management also believes that excluding profit sharing from CASM allows investors to better understand and analyze the Company's operating cost performance and provides a more meaningful comparison of our core operating costs to the airline industry.
Because this non-GAAP financial measure is not calculated in accordance with GAAP, it should not be considered superior to, and is not intended to be considered in isolation or as a substitute for, the related GAAP financial measure and may not be the same as or comparable to any similarly titled measures presented by other companies due to possible differences in method and in the items being adjusted. We encourage investors to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure.
Below is a reconciliation of the historical non-GAAP financial measure provided in this report (CASM-ex) to the most directly comparable GAAP financial measure (CASM) for the years ended December 31:
 (in cents)2022202120202019
CASM (GAAP)17.1914.3617.6813.67
Fuel expense 5.293.222.573.14
Profit sharing 0.06——0.17
Third-party business expenses 0.060.060.110.06
Special charges (credits) (a)0.05(1.88)(2.13)0.09
CASM-ex (Non-GAAP)11.7312.9617.1310.21
(a)See Note 13 to the financial statements included in Part II, Item 8 of this report for additional information on special charges for 2020 to 2022. Special charges for 2019 consist primarily of $171 million of impairment of assets, $16 million of severance and benefits and $59 million of losses on sale of assets and other special charges.
Cautionary Statement Regarding Forward-Looking Statements
49
This report contains certain "forward-looking statements," within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including in Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations and elsewhere, relating to, among other things, the potential impacts of the COVID-19 pandemic and steps the Company plans to take in response thereto and goals, plans and projections regarding the Company's financial position, results of operations, market position, capacity, fleet, product development, ESG targets and business strategy. Such forward-looking statements are based on historical performance and current expectations, estimates, forecasts and projections about the Company's future financial results, goals, plans and objectives and involve inherent risks, assumptions and uncertainties, known or unknown, including internal or external factors that could delay, divert or change any of them, that are difficult to predict, may be beyond the Company's control and could cause the Company's future financial results, goals, plans and objectives to differ materially from those expressed in, or implied by, the statements. Words such as "should," "could," "would," "will," "may," "expects," "plans," "intends," "anticipates," "indicates," "remains," "believes," "estimates," "projects," "forecast," "guidance," "outlook," "goals", "targets" and other words and terms of similar meaning and expression are intended to identify forward-looking statements, although not all forward-looking statements contain such terms. All statements, other than those that relate solely to historical facts, are forward-looking statements.
Additionally, forward-looking statements include conditional statements and statements that identify uncertainties or trends, discuss the possible future effects of known trends or uncertainties, or that indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed or assured. All forward-looking statements in this report are based upon information available to us on the date of this report. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except as required by applicable law or regulation.
Our actual results could differ materially from these forward-looking statements due to numerous factors including, without limitation, the following: execution risks associated with our strategic operating plan; changes in our network strategy or other factors outside our control resulting in less economic aircraft orders, costs related to modification or termination of aircraft orders or entry into less favorable aircraft orders, as well as any inability to accept or integrate new aircraft into our fleet as planned; any failure to effectively manage, and receive anticipated benefits and returns from, acquisitions, divestitures, investments, joint ventures and other portfolio actions, as well as related costs or other issues; the adverse impacts of the ongoing COVID-19 global pandemic on our business, operating results, financial condition and liquidity; adverse publicity, harm to our brand, reduced travel demand, potential tort liability and voluntary or mandatory operational restrictions as a result of an accident, catastrophe or incident involving us, our regional carriers, our codeshare partners or another airline; the highly competitive nature of the global airline industry and susceptibility of the industry to price discounting and changes in capacity, including as a result of alliances, joint business arrangements or other consolidations; our reliance on a limited number of suppliers to source a majority of our aircraft and certain parts, and the impact of any failure to obtain timely deliveries, additional equipment or support from any of these suppliers; disruptions to our regional network and United Express flights provided by third-party regional carriers; unfavorable economic and political conditions in the United States and globally; reliance on third-party service providers and the impact of any significant failure of these parties to perform as expected, or interruptions in our relationships with these providers or their provision of services; extended interruptions or disruptions in service at major airports where we operate and space, facility and infrastructure constrains at our hubs or other airports; geopolitical conflict, terrorist attacks or security events; any damage to our reputation or brand image; our reliance on technology and automated systems to operate our business and the impact of any significant failure or disruption of, or failure to effectively integrate and implement, the technology or systems; increasing privacy and data security obligations or a significant data breach; increased use of social media platforms by us, our employees and others; the impacts of union disputes, employee strikes or slowdowns, and other labor-related disruptions or compliance costs on our operations or financial performance; any failure to attract, train or retain skilled personnel, including our senior management team or other key employees; the monetary and operational costs of compliance with extensive government regulation of the airline industry; current or future litigation and regulatory actions, or failure to comply with the terms of any settlement, order or arrangement relating to these actions; costs, liabilities and risks associated with environmental regulation and climate change, including our climate goals; high and/or volatile fuel prices or significant disruptions in the supply of aircraft fuel; the impacts of our significant amount of financial leverage from fixed obligations and the impacts of insufficient liquidity on our financial condition and business; failure to comply with financial and other covenants governing our debt, including our MileagePlus® financing agreements; the impacts of the proposed phase out of the London interbank offer rate; limitations on our ability to use our net operating loss carryforwards and certain other tax attributes to offset future taxable income for U.S. federal income tax purposes; our failure to realize the full value of our intangible assets or our long-lived assets, causing us to record impairments; fluctuations in the price of our common stock; the impacts of seasonality and other factors associated with the airline industry; increases in insurance costs or inadequate insurance coverage and other risks and uncertainties set forth under Part I, 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 SEC.
The foregoing list sets forth many, but not all, of the factors that could impact our ability to achieve results described in any forward-looking statements. Investors should understand that it is not possible to predict or identify all such factors and should
50
not consider this list to be a complete statement of all potential risks and uncertainties. It is routine for our internal projections and expectations to change as the year or each quarter in the year progresses, and therefore it should be clearly understood that the internal projections, beliefs and assumptions upon which we base our expectations may change. For instance, we regularly monitor future demand and booking trends and adjust capacity, as needed. As such, our actual flown capacity may differ materially from currently published flight schedules or current estimations.
51
ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are exposed to market risk resulting from changes in currency exchange rates and interest rates. These risks, along with other business risks, impact our cost of capital. It is our policy to manage our debt structure and foreign exchange exposure in order to manage capital costs, control financial risks and maintain financial flexibility over the long term. In managing market risks, we may employ derivatives according to documented policies and procedures, including interest rate swaps, interest rate locks, foreign currency exchange contracts and combined interest rate foreign currency contracts (cross-currency swaps). We do not use derivatives for trading or speculative purposes. We do not foresee significant changes in the strategies we use to manage market risk in the near future. All of our financial instruments are subject to counterparty credit risk considered as part of the overall fair value measurement.
Interest Rates. Our net income is affected by fluctuations in interest rates (e.g. interest expense on variable rate debt and interest income earned on short-term investments). The Company's policy is to manage interest rate risk through a combination of fixed and variable rate debt. The following table summarizes information related to the Company's interest rate market risk at December 31, 2022 (in millions):
Variable rate debt
Carrying value of variable rate debt$12,754 
Impact of 100 basis point increase on projected interest expense for the following year93 
Fixed rate debt
Carrying value of fixed rate debt18,440 
Fair value of fixed rate debt17,189 
Impact of 100 basis point increase in market rates on fair value(407)
On January 1, 2022, LIBOR was phased out for the one-week and two-month USD LIBOR settings and starting on July 1, 2023 the remaining USD LIBOR settings are expected to be phased out. Uncertainty as to the nature and performance of alternative reference rates may adversely impact our interest rates and related interest expense. See Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Other Liquidity Matters, of this report for more information on interest expense. Risks and uncertainties related to the LIBOR phase out are further described in Part I, Item 1A. Risk Factors— "The proposed phase out of the London interbank offer rate could have a material adverse effect on us."
A change in market interest rates would also impact interest income earned on our cash, cash equivalents and short-term investments. Assuming our cash, cash equivalents and short-term investments remain at their average 2022 levels, a 100 basis point increase in interest rates would result in a corresponding increase in the Company's interest income of approximately $186 million during 2023.
Commodity Price Risk (Aircraft Fuel). The price of aircraft fuel can significantly affect the Company's operations, results of operations, financial position and liquidity.
Our operational and financial results can be significantly impacted by changes in the price and availability of aircraft fuel. To provide adequate supplies of fuel, the Company routinely enters into purchase contracts that are customarily indexed to market prices for aircraft fuel, and the Company generally has some ability to cover short-term fuel supply and infrastructure disruptions at some major demand locations. The Company's current strategy is to not enter into transactions to hedge fuel price volatility, although the Company regularly reviews its policy based on market conditions and other factors. The Company's 2023 forecasted fuel consumption is presently approximately 4.3 billion gallons, and based on this forecast, a one-dollar change in the price of a barrel of aircraft fuel would change the Company's annual fuel expense by approximately $102 million.
Foreign Currency. The Company generates revenues and incurs expenses in numerous foreign currencies. Changes in foreign currency exchange rates impact the Company's results of operations through changes in the dollar value of foreign currency-denominated operating revenues and expenses. Some of the Company's more significant foreign currency exposures include the Canadian dollar, European euro, British pound, Japanese yen, Chinese renminbi and Mexican peso. The Company's current strategy is to not enter into transactions to hedge its foreign currency exposure, although the Company regularly reviews its policy based on market conditions and other factors.
The result of a uniform 1% strengthening in the value of the U.S. dollar from December 31, 2022 levels relative to each of the currencies in which the Company has foreign currency exposure would result in a decrease in pre-tax income of approximately $17 million for the year ending December 31, 2023. This sensitivity analysis was prepared based upon projected 2023 foreign currency-denominated revenues and expenses as of December 31, 2022.
52
ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.


Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of United Airlines Holdings, Inc. (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), cash flows, and stockholders' equity for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 16, 2023, expressed an unqualified opinion thereon.

Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
53
Indefinite-lived Intangible Asset (China Route Authorities) Impairment Analysis
Description of the Matter
At December 31, 2022, the carrying value of the Company's China route authorities indefinite-lived intangible assets (the China intangible assets) was $1.0 billion. As discussed in Note 1 of the consolidated financial statements, indefinite-lived assets are reviewed for impairment on an annual basis as of October 1, or on an interim basis whenever a triggering event occurs.
Auditing management's annual China intangible assets impairment test was complex and highly judgmental due to the significant estimation required in determining the fair value of the assets. The fair value estimate was sensitive to significant assumptions such as revenue growth rate, operating margin and the discount rate, each of which is affected by expectations about future market or economic conditions. As a result of the subjectivity of the assumptions, adverse changes to management's estimates could reduce the underlying cash flows used to estimate fair value and trigger impairment charges.
We Addressed the Matter in Our Audit
We tested the Company's design and operating effectiveness of internal controls that address the risk of material misstatement relating to the estimate of fair value of the China intangible assets used in the annual impairment test. This included testing controls over management's review of the significant assumptions used in the discounted cash flow methodology, including revenue growth rate, operating margin and the discount rate.
To test the estimated fair value of the Company's China intangible assets, we performed audit procedures that included, among others, assessing the fair value methodology used by management and evaluating the significant assumptions used in the valuation model. We compared significant assumptions to current industry, market and economic trends, and to the Company's historical results. We assessed the historical accuracy of management's estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the China intangible assets that would result from changes in assumptions. We also involved a valuation specialist to assist in our evaluation of the Company's valuation methodology and discount rate.
Deferred Tax Assets—Valuation Allowance
Description of the Matter
As more fully described in Note 6 to the consolidated financial statements, at December 31, 2022, the Company had deferred tax assets of $7.5 billion. In addition, the Company had deferred tax liabilities available to offset deferred tax assets of $6.7 billion. Deferred tax assets are reduced by a valuation allowance if, based on the weight of all available evidence, in management's judgment it is more likely than not that some portion, or all, of the deferred tax assets will not be realized.
Auditing management's assessment of the realizability of its deferred tax assets involved complex auditor judgment because management's judgement involves significant assumptions about the ability to generate future taxable income that may be affected by future market or economic conditions.
We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls that address the risks of material misstatement relating to the realizability of deferred tax assets. This included controls over management's scheduling of the future reversal of existing taxable temporary differences (deferred tax liabilities) and projections of future taxable income.
Among other audit procedures performed, we tested the Company's scheduling of the reversal of existing temporary taxable differences and tested the underlying data used to schedule the reversals. We evaluated the assumptions used by the Company to develop projections of future taxable income and tested the completeness and accuracy of the underlying data used in its projections. For example, we compared the projections of future taxable income with the actual results of prior periods, as well as management's consideration of current industry and economic trends.


/s/ Ernst & Young LLP

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


Chicago, Illinois
February 16, 2023
54
    


Report of Independent Registered Public Accounting Firm
    
To the Stockholder and the Board of Directors of United Airlines, Inc.

Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of United Airlines, Inc. (the "Company") as of December 31, 2022 and 2021, and the related consolidated statements of operations, comprehensive income (loss), cash flows, and stockholder's equity, for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

55
Indefinite-lived Intangible Asset (China Route Authorities) Impairment Analysis
Description of the Matter
At December 31, 2022, the carrying value of the Company's China route authorities indefinite-lived intangible assets (the China intangible assets) was $1.0 billion. As discussed in Note 1 of the consolidated financial statements, indefinite-lived assets are reviewed for impairment on an annual basis as of October 1, or on an interim basis whenever a triggering event occurs.
Auditing management's annual China intangible assets impairment test was complex and highly judgmental due to the significant estimation required in determining the fair value of the assets. The fair value estimate was sensitive to significant assumptions such as revenue growth rate, operating margin and the discount rate, each of which is affected by expectations about future market or economic conditions. As a result of the subjectivity of the assumptions, adverse changes to management's estimates could reduce the underlying cash flows used to estimate fair value and trigger impairment charges.
We Addressed the Matter in Our Audit
We tested the Company's design and operating effectiveness of internal controls that address the risk of material misstatement relating to the estimate of fair value of the China intangible assets used in the annual impairment test. This included testing controls over management's review of the significant assumptions used in the discounted cash flow methodology, including revenue growth rate, operating margin and the discount rate.
To test the estimated fair value of the Company's China intangible assets, we performed audit procedures that included, among others, assessing the fair value methodology used by management and evaluating the significant assumptions used in the valuation model. We compared significant assumptions to current industry, market and economic trends, and to the Company's historical results. We assessed the historical accuracy of management's estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the China intangible assets that would result from changes in assumptions. We also involved a valuation specialist to assist in our evaluation of the Company's valuation methodology and discount rate.
Deferred Tax Assets - Valuation Allowance
Description of the Matter
As more fully described in Note 6 to the consolidated financial statements, at December 31, 2022, the Company had deferred tax assets of $7.4 billion. In addition, the Company had deferred tax liabilities available to offset deferred tax assets of $6.7 billion. Deferred tax assets are reduced by a valuation allowance if, based on the weight of all available evidence, in management’s judgment it is more likely than not that some portion, or all, of the deferred tax assets will not be realized.
Auditing management's assessment of the realizability of its deferred tax assets involved complex auditor judgment because management's judgement involves significant assumptions about the ability to generate future taxable income that may be affected by future market or economic conditions.
We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls that address the risks of material misstatement relating to the realizability of deferred tax assets. This included controls over management's scheduling of the future reversal of existing taxable temporary differences (deferred tax liabilities) and projections of future taxable income.
Among other audit procedures performed, we tested the Company's scheduling of the reversal of existing temporary taxable differences and tested the underlying data used to schedule the reversals. We evaluated the assumptions used by the Company to develop projections of future taxable income and tested the completeness and accuracy of the underlying data used in its projections. For example, we compared the projections of future taxable income with the actual results of prior periods, as well as management's consideration of current industry and economic trends.


/s/ Ernst & Young LLP

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


Chicago, Illinois
February 16, 2023
56



UNITED AIRLINES HOLDINGS, INC.
STATEMENTS OF CONSOLIDATED OPERATIONS
(In millions, except per share amounts)
 
 Year Ended December 31,
 202220212020
Operating revenue:
Passenger revenue$40,032 $20,197 $11,805 
Cargo2,171 2,349 1,648 
Other operating revenue2,752 2,088 1,902 
Total operating revenue44,955 24,634 15,355 
Operating expense:
Aircraft fuel13,113 5,755 3,153 
Salaries and related costs11,466 9,566 9,522 
Landing fees and other rent2,576 2,416 2,127 
Depreciation and amortization2,456 2,485 2,488 
Regional capacity purchase2,299 2,147 2,039 
Aircraft maintenance materials and outside repairs2,153 1,316 858 
Distribution expenses1,535 677 459 
Aircraft rent252 228 198 
Special charges (credits)140 (3,367)(2,616)
Other operating expenses6,628 4,433 3,486 
Total operating expense42,618 25,656 21,714 
Operating income (loss)2,337 (1,022)(6,359)
Nonoperating income (expense):
Interest expense(1,778)(1,657)(1,063)
Interest income298 36 50 
Interest capitalized105 80 71 
Unrealized gains (losses) on investments, net20 (34)(194)
Miscellaneous, net8 40 (1,327)
Total nonoperating expense, net(1,347)(1,535)(2,463)
Income (loss) before income taxes990 (2,557)(8,822)
Income tax expense (benefit)253 (593)(1,753)
Net income (loss)$737 $(1,964)$(7,069)
Earnings (loss) per share, basic$2.26 $(6.10)$(25.30)
Earnings (loss) per share, diluted$2.23 $(6.10)$(25.30)

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

57
UNITED AIRLINES HOLDINGS, INC.
STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)
(In millions)

 Year Ended December 31,
 202220212020
Net income (loss)$737 $(1,964)$(7,069)
Other comprehensive income (loss), net of tax:
Employee benefit plans1,145 199 (421)
Investments and other(28)(2)— 
Total other comprehensive income (loss), net of tax1,117 197 (421)
Total comprehensive income (loss), net$1,854 $(1,767)$(7,490)

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

58
UNITED AIRLINES HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except shares)
 
At December 31,
ASSETS20222021
Current assets:
Cash and cash equivalents$7,166 $18,283 
Short-term investments9,248 123 
Restricted cash45 37 
Receivables, less allowance for credit losses (2022—$11; 2021—$28)
1,801 1,663 
Aircraft fuel, spare parts and supplies, less obsolescence allowance (2022—$610; 2021—$546)
1,109 983 
Prepaid expenses and other689 745 
Total current assets20,058 21,834 
Operating property and equipment:
Flight equipment42,775 39,584 
Other property and equipment9,334 8,764 
Purchase deposits for flight equipment2,820 2,215 
Total operating property and equipment54,929 50,563 
Less—Accumulated depreciation and amortization(20,481)(18,489)
Total operating property and equipment, net34,448 32,074 
Operating lease right-of-use assets3,889 4,645 
Other assets:
Goodwill4,527 4,527 
Intangibles, less accumulated amortization (2022—$1,472; 2021—$1,544)
2,762 2,803 
Restricted cash210 213 
Deferred income taxes91 659 
Investments in affiliates and other, less allowance for credit losses (2022—$21; 2021—$622)
1,373 1,420 
Total other assets8,963 9,622 
Total assets$67,358 $68,175 

(continued on next page)
59

UNITED AIRLINES HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except shares)
 
 At December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY20222021
Current liabilities:
Accounts payable$3,395 $2,562 
Accrued salaries and benefits1,971 2,121 
Advance ticket sales7,555 6,354 
Frequent flyer deferred revenue2,693 2,239 
Current maturities of long-term debt2,911 3,002 
Current maturities of other financial liabilities23 834 
Current maturities of operating leases561 556 
Current maturities of finance leases104 76 
Other779 560 
Total current liabilities19,992 18,304 
Long-term debt28,283 30,361 
Long-term obligations under operating leases4,459 5,152 
Long-term obligations under finance leases115 219 
Other liabilities and deferred credits:
Frequent flyer deferred revenue3,982 4,043 
Pension liability747 1,920 
Postretirement benefit liability671 1,000 
Other financial liabilities844 863 
Other1,369 1,284 
Total other liabilities and deferred credits7,613 9,110 
Commitments and contingencies
Stockholders' equity:
Preferred stock— — 
Common stock at par, $0.01 par value; authorized 1,000,000,000 shares; outstanding 326,930,321 and 323,810,825 shares at December 31, 2022 and 2021, respectively
4 4 
Additional capital invested8,986 9,156 
Stock held in treasury, at cost(3,534)(3,814)
Retained earnings1,265 625 
Accumulated other comprehensive income (loss)175 (942)
Total stockholders' equity6,896 5,029 
Total liabilities and stockholders' equity$67,358 $68,175 


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

60
UNITED AIRLINES HOLDINGS, INC.
STATEMENTS OF CONSOLIDATED CASH FLOWS
(In millions)
 Year Ended December 31,
 202220212020
Operating Activities:
Net income (loss)$737 $(1,964)$(7,069)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities -
Deferred income tax (benefit)248 (583)(1,741)
Depreciation and amortization2,456 2,485 2,488 
Operating and non-operating special charges, non-cash portion16 32 1,448 
Unrealized (gains) losses on investments(20)34 194 
Amortization of debt discount and debt issuance costs156 171 94 
Other operating activities218 222 226 
Changes in operating assets and liabilities -
(Increase) decrease in receivables(158)(448)135 
(Increase) decrease in other assets(86)(292)484 
Increase in advance ticket sales1,200 1,521 14 
Increase in frequent flyer deferred revenue393 307 699 
Increase (decrease) in accounts payable796 985 (1,079)
Increase (decrease) in other liabilities110 (403)(26)
Net cash provided by (used in) operating activities6,066 2,067 (4,133)
Investing Activities:
Capital expenditures, net of flight equipment purchase deposit returns(4,819)(2,107)(1,727)
Purchases of short-term and other investments(11,232)(68)(552)
Proceeds from sale of short-term and other investments2,084 397 2,319 
Proceeds from sale of property and equipment207 107 6 
Other, net(69)(1)4 
Net cash provided by (used in) investing activities(13,829)(1,672)50 
Financing Activities:
Proceeds from issuance of debt, net of discounts and fees736 11,096 15,676 
Payments of long-term debt, finance leases and other financing liabilities(4,011)(5,205)(4,449)
Repurchases of common stock— — (353)
Proceeds from equity issuance— 532 2,103 
Other, net(74)(27)(20)
Net cash provided by (used in) financing activities(3,349)6,396 12,957 
Net increase (decrease) in cash, cash equivalents and restricted cash(11,112)6,791 8,874 
Cash, cash equivalents and restricted cash at beginning of year18,533 11,742 2,868 
Cash, cash equivalents and restricted cash at end of year$7,421 $18,533 $11,742 
Investing and Financing Activities Not Affecting Cash:
Property and equipment acquired through the issuance of debt, finance leases and other$19 $814 $1,968 
Right-of-use assets acquired through operating leases137 771 198 
Investment interests received in exchange for goods and services103 295 — 
Lease modifications and lease conversions(84)123 527 
Cash Paid (Refunded) During the Period for:
Interest$1,573 $1,424 $874 
Income taxes8 — (29)


The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.
61

UNITED AIRLINES HOLDINGS, INC.
STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY
(In millions)
 
 Common
Stock		Additional
Capital Invested		Treasury StockRetained EarningsAccumulated
Other Comprehensive Income (Loss)		Total
SharesAmount
Balance at December 31, 2019251.2 $3 $6,129 $(3,599)$9,716 $(718)$11,531 
Net loss— — — — (7,069)— (7,069)
Other comprehensive loss— — — — — (421)(421)
Stock-settled share-based compensation— — 97 — — — 97 
Issuance of common stock64.6 1 2,102 — — — 2,103 
Repurchases of common stock(4.4)— — (342)— — (342)
Stock issued for share-based awards, net of shares withheld for tax0.4 — (59)44 (4)— (19)
Warrants issued— — 97 — — — 97 
Adoption of new accounting standard (a)— — — — (17)— (17)
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— — — — — 197 197 
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, 2021323.8 4 9,156 (3,814)625 (942)5,029 
      Net income— — — — 737 — 737 
Other comprehensive income— — — — — 1,117 1,117 
Stock-settled share-based compensation— — 86 — — — 86 
Stock issued for share-based awards, net of shares withheld for tax3.1 — (256)280 (97)— (73)
Balance at December 31, 2022326.9 $4 $8,986 $(3,534)$1,265 $175 $6,896 

(a) Transition adjustment due to the adoption of Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses.
The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.

62

UNITED AIRLINES, INC.
STATEMENTS OF CONSOLIDATED OPERATIONS
(In millions)
 
Year Ended December 31,
 202220212020
Operating revenue:
Passenger revenue$40,032 $20,197 $11,805 
Cargo2,171 2,349 1,648 
Other operating revenue2,752 2,088 1,902 
Total operating revenue44,955 24,634 15,355 
Operating expense:
Aircraft fuel13,113 5,755 3,153 
Salaries and related costs11,466 9,566 9,522 
Landing fees and other rent2,576 2,416 2,127 
Depreciation and amortization2,456 2,485 2,488 
Regional capacity purchase2,299 2,147 2,039 
Aircraft maintenance materials and outside repairs2,153 1,316 858 
Distribution expenses1,535 677 459 
Aircraft rent252 228 198 
Special charges (credits)140 (3,367)(2,616)
Other operating expenses6,626 4,431 3,484 
Total operating expense42,616 25,654 21,712 
Operating income (loss)2,339 (1,020)(6,357)
Nonoperating income (expense):
Interest expense(1,778)(1,657)(1,063)
Interest income298 36 50 
Interest capitalized105 80 71 
Unrealized gains (losses) on investments, net20 (34)(194)
Miscellaneous, net8 40 (1,327)
Total nonoperating expense, net(1,347)(1,535)(2,463)
Income (loss) before income taxes992 (2,555)(8,820)
Income tax expense (benefit)253 (593)(1,753)
Net income (loss)$739 $(1,962)$(7,067)
The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.

63
UNITED AIRLINES, INC.
STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)
(In millions)
 Year Ended December 31,
 202220212020
Net income (loss)$739 $(1,962)$(7,067)
Other comprehensive income (loss), net of tax:
Employee benefit plans1,145 199 (421)
Investments and other(28)(2)— 
Total other comprehensive income (loss), net of tax1,117 197 (421)
Total comprehensive income (loss), net$1,856 $(1,765)$(7,488)


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

64
UNITED AIRLINES, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except shares)
 
 At December 31,
ASSETS20222021
Current assets:
Cash and cash equivalents$7,166 $18,283 
Short-term investments9,248 123 
Restricted cash45 37 
Receivables, less allowance for credit losses (2022—$11; 2021—$28)
1,801 1,663 
Aircraft fuel, spare parts and supplies, less obsolescence allowance (2022—$610; 2021—$546)
1,109 983 
Prepaid expenses and other689 745 
Total current assets20,058 21,834 
Operating property and equipment:
Flight equipment42,775 39,584 
Other property and equipment9,334 8,764 
Purchase deposits for flight equipment2,820 2,215 
Total operating property and equipment54,929 50,563 
Less—Accumulated depreciation and amortization(20,481)(18,489)
Total operating property and equipment, net34,448 32,074 
Operating lease right-of-use assets3,889 4,645 
Other assets:
Goodwill4,527 4,527 
Intangibles, less accumulated amortization (2022—$1,472; 2021—$1,544)
2,762 2,803 
Restricted cash210 213 
Deferred income taxes62 631 
Investments in affiliates and other, less allowance for credit losses (2022—$21; 2021—$622)
1,373 1,420 
Total other assets8,934 9,594 
Total assets$67,329 $68,147 

(continued on next page)

65
UNITED AIRLINES, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except shares)
 
 At December 31,
LIABILITIES AND STOCKHOLDER'S EQUITY20222021
Current liabilities:
Accounts payable$3,395 $2,562 
Accrued salaries and benefits1,971 2,121 
Advance ticket sales7,555 6,354 
Frequent flyer deferred revenue2,693 2,239 
Current maturities of long-term debt2,911 3,002 
Current maturities of other financial liabilities23 834 
Current maturities of operating leases561 556 
Current maturities of finance leases104 76 
Other781 563 
Total current liabilities19,994 18,307 
Long-term debt28,283 30,361 
Long-term obligations under operating leases4,459 5,152 
Long-term obligations under finance leases115 219 
Other liabilities and deferred credits:
Frequent flyer deferred revenue3,982 4,043 
Pension liability747 1,920 
Postretirement benefit liability671 1,000 
Other financial liabilities844 863 
Other1,369 1,284 
Total other liabilities and deferred credits7,613 9,110 
Commitments and contingencies
Stockholder's equity:
Common stock at par, $0.01 par value; authorized 1,000 shares; issued and outstanding 1,000 shares at December 31, 2022 and 2021
— — 
Additional capital invested403 317 
Retained earnings3,716 2,977 
Accumulated other comprehensive income (loss)175 (942)
Payable to parent2,571 2,646 
Total stockholder's equity6,865 4,998 
Total liabilities and stockholder's equity$67,329 $68,147 

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

66
UNITED AIRLINES, INC.
STATEMENTS OF CONSOLIDATED CASH FLOWS
(In millions)
Year Ended December 31,
202220212020
Operating Activities:
Net income (loss)$739 $(1,962)$(7,067)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities -
Deferred income tax (benefit)248 (583)(1,741)
Depreciation and amortization2,456 2,485 2,488 
Operating and non-operating special charges, non-cash portion16 32 1,448 
Unrealized (gains) losses on investments(20)34 194 
Amortization of debt discount and debt issuance costs156 171 94 
Other operating activities218 222 226 
Changes in operating assets and liabilities -
Increase (decrease) in receivables(158)(448)135 
Increase in intercompany receivables(76)(28)(14)
(Increase) decrease in other assets(86)(293)484 
Increase in advance ticket sales1,200 1,521 14 
Increase in frequent flyer deferred revenue393 307 699 
Increase (decrease) in accounts payable796 985 (1,079)
Increase (decrease) in other liabilities110 (403)(26)
Net cash provided by (used in) operating activities5,992 2,040 (4,145)
Investing Activities:
Capital expenditures, net of flight equipment purchase deposit returns(4,819)(2,107)(1,727)
Purchases of short-term and other investments(11,232)(68)(552)
Proceeds from sale of short-term and other investments2,084 397 2,319 
Proceeds from sale of property and equipment207 107 6 
Other, net(69)(1)4 
Net cash provided by (used in) investing activities(13,829)(1,672)50 
Financing Activities:
Proceeds from issuance of debt, net of discounts and fees736 11,096 15,676 
Payments of long-term debt, finance leases and other financing liabilities(4,011)(5,205)(4,449)
Proceeds from issuance of parent company stock— 532 2,103 
Dividend to UAL— — (353)
Other, net— — (2)
Net cash provided by (used in) financing activities(3,275)6,423 12,975 
Net increase (decrease) in cash, cash equivalents and restricted cash(11,112)6,791 8,880 
Cash, cash equivalents and restricted cash at beginning of year18,533 11,742 2,862 
Cash, cash equivalents and restricted cash at end of year$7,421 $18,533 $11,742 
Investing and Financing Activities Not Affecting Cash:
Property and equipment acquired through the issuance of debt, finance leases and other$19 $814 $1,968 
Right-of-use assets acquired through operating leases137 771 198 
Investment interests received in exchange for goods and services103 295 — 
Lease modifications and lease conversions(84)123 527 
Cash Paid (Refunded) During the Period for:
Interest$1,573 $1,424 $874 
Income taxes8 — (29)


The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.
67
UNITED AIRLINES, INC.
STATEMENTS OF CONSOLIDATED STOCKHOLDER'S EQUITY
(In millions)
 
 Additional
Capital
Invested		Retained EarningsAccumulated
Other
Comprehensive
Income (Loss)		(Receivable from) Payable to Related Parties, NetTotal
Balance at December 31, 2019$— $12,353 $(718)$(143)$11,492 
Net loss— (7,067)— — (7,067)
Other comprehensive loss— — (421)— (421)
Dividend to UAL(12)(330)— — (342)
Stock-settled share-based compensation97 — — — 97 
Adoption of new accounting standard (a)— (17)— — (17)
Impact of UAL common stock issuance— — — 2,103 2,103 
Other— — — 83 83 
Balance at December 31, 202085 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— — — 532 532 
Other— — — 71 71 
Balance at December 31, 2021317 2,977 (942)2,646 4,998 
Net income— 739 — — 739 
Other comprehensive income— — 1,117 — 1,117 
Stock-settled share-based compensation86 — — — 86 
Other— — — (75)(75)
Balance at December 31, 2022$403 $3,716 $175 $2,571 $6,865 

(a) Transition adjustment due to the adoption of Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses.
The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.
68
UNITED AIRLINES HOLDINGS, INC.
UNITED AIRLINES, INC.
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Overview
United Airlines Holdings, Inc. (together with its consolidated subsidiaries, "UAL" or the "Company") is a holding company and its wholly-owned subsidiary is United Airlines, Inc. (together with its consolidated subsidiaries, "United"). As UAL consolidates United for financial statement purposes, disclosures that relate to activities of United also apply to UAL, unless otherwise noted. United's operating revenues and operating expenses comprise nearly 100% of UAL's revenues and operating expenses. In addition, United comprises approximately the entire balance of UAL's assets, liabilities and operating cash flows. When appropriate, UAL and United are named specifically for their individual contractual obligations and related disclosures and any significant differences between the operations and results of UAL and United are separately disclosed and explained. We sometimes use the words "we," "our," "us," and the "Company" in this report for disclosures that relate to all of UAL and United.

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
(a)Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates.
(b)Revenue Recognition—Passenger revenue is recognized when transportation is provided and Cargo revenue is recognized when shipments arrive at their destination. Other operating revenue is recognized as the related performance obligations are satisfied.
Passenger tickets and related ancillary services sold by the Company for flights are purchased primarily via credit card transactions, with payments collected by the Company in advance of the performance of related services. The Company initially records ticket sales in its Advance ticket sales liability, deferring revenue recognition until the travel occurs. For travel that has more than one flight segment, the Company deems each segment as a separate performance obligation and recognizes revenue for each segment as travel occurs. Tickets sold by other airlines where the Company provides the transportation are recognized as passenger revenue at the estimated value to be billed to the other airline when travel is provided. Differences between amounts billed and the actual amounts may be rejected and rebilled or written off if the amount recorded was different from the original estimate. When necessary, the Company records a reserve against its billings and payables with other airlines based on historical experience.
The Company sells certain tickets with connecting flights with one or more segments operated by its other airline partners. For segments operated by its other airline partners, the Company has determined that it is acting as an agent on behalf of the other airlines as they are responsible for their portion of the contract (i.e. transportation of the passenger). The Company, as the agent, recognizes revenue within Other operating revenue at the time of the travel for the net amount representing commission to be retained by the Company for any segments flown by other airlines.
Refundable tickets expire after one year from the date of issuance. Non-refundable tickets generally expire on the date of the intended travel, unless the date is extended by notification from the customer on or before the intended travel date.
United initially capitalizes the costs of selling airline travel tickets and then recognizes those costs as Distribution expense at the time of travel. Passenger ticket costs include credit card fees, travel agency and other commissions paid, as well as global distribution systems booking fees.
Advance Ticket Sales. Advance ticket sales represent the Company's liability to provide air transportation in the future. All tickets sold at any given point in time have travel dates through the next 12 months. The Company defers amounts related to future travel in its Advance ticket sales liability account. The Company's Advance ticket sales liability also includes credits issued to customers for future flights ("FFCs") and electronic travel certificates ("ETCs"), primarily for ticket cancellations, which can be applied towards a purchase of a new ticket. FFCs and ETCs are valid up to one year from the date of issuance; however, all credits issued on or before December 31, 2022 have been extended to December 31, 2023.
69
The Company estimates the value of Advance ticket sales that will expire unused ("breakage") and recognizes revenue in proportion to the usage of the related tickets. To determine breakage, the Company uses its historical experience with expired tickets and certificates and other facts, such as recent aging trends, program changes and modifications that could affect the ultimate expiration patterns. Given the uncertainty of travel demand caused by the COVID-19 pandemic, changes in our estimates of FFCs and ETCs that may expire unused could have a material impact on revenue. Changes in estimates of breakage are recognized prospectively in proportion to the remaining usage of the related tickets.
In the years ended December 31, 2022, 2021 and 2020, the Company recognized approximately $3.3 billion, $1.8 billion and $3.0 billion, respectively, of passenger revenue for tickets that were included in Advance ticket sales at the beginning of those periods.
Revenue by Geography. The Company further disaggregates revenue by geographic regions. The Company deploys its aircraft across its route network through a single route scheduling system to maximize its value. When making resource allocation decisions, the Company's chief operating decision maker evaluates flight profitability data, which considers aircraft type and route economics. The Company's chief operating decision maker makes resource allocation decisions to maximize the Company's consolidated financial results. Operating segments are defined as components of an enterprise with separate financial information, which are evaluated regularly by the chief operating decision maker and are used in resource allocation and performance assessments. Managing the Company as one segment allows management the opportunity to maximize the value of its route network.
The Company's operating revenue by principal geographic region (as defined by the U.S. Department of Transportation) for the years ended December 31 is presented in the table below (in millions):
202220212020
Domestic (U.S. and Canada)$28,474 $16,845 $9,911 
Atlantic (including Africa, India and Middle East destinations)9,072 3,414 2,226 
Pacific2,927 1,507 1,706 
Latin America4,482 2,868 1,512 
Total$44,955 $24,634 $15,355 
The Company attributes revenue among the geographic areas based upon the origin and destination of each flight segment. The Company's operations involve an insignificant level of revenue-producing assets in geographic regions as the overwhelming majority of the Company's revenue-producing assets (primarily U.S. registered aircraft) can be deployed in any of its geographic regions.
Ancillary Fees. The Company charges fees, separately from ticket sales, for certain ancillary services that are directly related to passengers' travel, such as baggage fees, premium seat fees, inflight amenities fees, and other ticket-related fees. These ancillary fees are part of the travel performance obligation and, as such, are recognized as passenger revenue when the travel occurs. The Company recorded $3.4 billion, $2.2 billion and $1.3 billion of ancillary fees within passenger revenue in the years ended December 31, 2022, 2021 and 2020, respectively.
(c)Ticket Taxes—Certain governmental taxes are imposed on the Company's ticket sales through a fee included in ticket prices. The Company collects these fees and remits them to the appropriate government agency. These fees are recorded on a net basis and, as a result, are excluded from revenue.
(d)Frequent Flyer Accounting—United's MileagePlus loyalty program builds customer loyalty by offering awards, benefits and services to program participants. Members in this program earn miles for travel on United, United Express, Star Alliance members and certain other airlines that participate in the program. Members can also earn miles by purchasing goods and services from our network of non-airline partners. We have contracts to sell miles to these partners with the terms extending from one to seven years. These partners include domestic and international credit card issuers, retail merchants, hotels, car rental companies and our participating airline partners. Miles can be redeemed for free (other than taxes and government-imposed fees), discounted or upgraded air travel and non-travel awards.
Miles Earned in Conjunction with Travel. When frequent flyers earn miles for flights, the Company recognizes a portion of the ticket sales as revenue when the travel occurs and defers a portion of the ticket sale representing the value of the related miles as a separate performance obligation. The Company determines the estimated selling price of travel and miles as if each element is sold on a separate basis. The total consideration from each ticket sale is then allocated to each of these elements, individually, on a pro-rata basis. At the time of travel, the Company records the
70
portion allocated to the miles to Frequent flyer deferred revenue on the Company's consolidated balance sheet and subsequently recognizes it into revenue when miles are redeemed for air travel and non-air travel awards.
Estimated Selling Price of Miles. The Company's estimated selling price of miles is based on an equivalent ticket value, which incorporates the expected redemption of miles, as the best estimate of selling price for these miles. The equivalent ticket value is based on the prior 12 months' weighted average equivalent ticket value of similar fares as those used to settle award redemptions while taking into consideration such factors as redemption pattern, cabin class, loyalty status and geographic region. The estimated selling price of miles is adjusted by breakage that considers a number of factors, including redemption patterns of various customer groups.
Estimate of Miles Not Expected to be Redeemed ("Breakage"). The Company's breakage model is based on the assumption that the likelihood that an account will redeem its miles can be estimated based on a consideration of the account's historical behavior. The Company uses a logit regression model to estimate the probability that an account will redeem its current miles balance. The Company reviews its breakage estimates annually based upon the latest available information. The Company's estimate of the expected breakage of miles requires management judgment and current and future changes to breakage assumptions, or to program rules and program redemption opportunities, may result in material changes to the deferred revenue balance as well as recognized revenues from the program. For the portion of the outstanding miles that we estimate will not be redeemed, we recognize the associated value proportionally as the remaining miles are redeemed.
Co-Brand Agreement. United has a contract (the "Co-Brand Agreement") to sell MileagePlus miles to its co-branded credit card partner JPMorgan Chase Bank USA, N.A. ("Chase"). Chase awards miles to MileagePlus members based on their credit card activity. United identified the following significant separately identifiable performance obligations in the Co-Brand Agreement:
•MileagePlus miles awarded – United has a performance obligation to provide MileagePlus cardholders with miles to be used for air travel and non-travel award redemptions. The Company records Passenger revenue related to the travel awards when the transportation is provided and records Other revenue related to the non-travel awards when the goods or services are delivered. The Company records the cost associated with non-travel awards in Other operating revenue, as an agent.
•Marketing – United has a performance obligation to provide Chase access to United's customer list and the use of United's brand. Marketing revenue is recorded to Other operating revenue as miles are delivered to Chase.
•Advertising – United has a performance obligation to provide advertising in support of the MileagePlus card in various customer contact points such as United's website, email promotions, direct mail campaigns, airport advertising and in-flight advertising. Advertising revenue is recorded to Other operating revenue as miles are delivered to Chase.
•Other travel-related benefits – United's performance obligations are comprised of various items such as waived bag fees, seat upgrades and lounge passes. Lounge passes are recorded to Other operating revenue as customers use the lounge passes. Bag fees and seat upgrades are recorded to Passenger revenue at the time of the associated travel.
We account for all the payments received under the Co-Brand Agreement by allocating them to the separately identifiable performance obligations. The fair value of the separately identifiable performance obligations is determined using management's estimated selling price of each component. The objective of using the estimated selling price based methodology is to determine the price at which we would transact a sale if the product or service were sold on a stand-alone basis. Accordingly, we determine our best estimate of selling price by considering multiple inputs and methods including, but not limited to, discounted cash flows, brand value, volume discounts, published selling prices, number of miles awarded and number of miles redeemed. The Company estimated the selling prices and volumes over the term of the Co-Brand Agreement, at the inception of the contract, in order to determine the allocation of proceeds to each of the components to be delivered. We also evaluate volumes on an annual basis, which may result in a change in the allocation of the estimated consideration from the Co-Brand Agreement on a prospective basis.
Frequent Flyer Deferred Revenue. Miles in MileagePlus members' accounts are combined into one homogeneous pool and are thus not separately identifiable, for award redemption purposes, between miles earned in the current period and those in their beginning balance. Of the miles expected to be redeemed, the Company expects the majority of these miles to be redeemed within two years. The table below presents a roll forward of Frequent flyer deferred revenue (in millions):
71
Twelve Months Ended
December 31,
20222021
Total Frequent flyer deferred revenue - beginning balance$6,282 $5,975 
Total miles awarded2,558 1,545 
Travel miles redeemed(2,079)(1,171)
Non-travel miles redeemed(86)(67)
Total Frequent flyer deferred revenue - ending balance$6,675 $6,282 
In the years ended December 31, 2022, 2021 and 2020, the Company recognized, in Other operating revenue, $2.4 billion, $1.8 billion and $1.7 billion, respectively, related to the marketing, advertising, non-travel miles redeemed (net of related costs) and other travel-related benefits of the mileage revenue associated with our various partner agreements including, but not limited to, our Co-Brand Agreement. The portion related to the MileagePlus miles awarded of the total amounts received is deferred and presented in the table above as an increase to the frequent flyer liability. We determine the current portion of our frequent flyer liability based on expected redemptions in the next 12 months.
(e)Cash and Cash Equivalents and Restricted Cash—Highly liquid investments with a maturity of three months or less on their acquisition date are classified as cash and cash equivalents. Restricted cash is classified as short-term or long-term in the consolidated balance sheets based on the expected timing of return of the assets to the Company or payment to an outside party.
Restricted cash-current—The December 31, 2022 balance includes amounts to be used for the payment of fees, principal and interest on the $6.1 billion of senior secured notes and a secured term loan facility (the "MileagePlus Financing") secured by substantially all of the assets of Mileage Plus Holdings, LLC ("MPH"), a direct wholly-owned subsidiary of United.
Restricted cash-non-current—The December 31, 2022 balance primarily includes collateral associated with the MileagePlus Financing, collateral for letters of credit and collateral associated with facility leases and other insurance-related obligations.
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the statements of consolidated cash flows (in millions):
At December 31,
202220212020
Current assets:
Cash and cash equivalents$7,166 $18,283 $11,269 
Restricted cash45 37 255 
Other assets:
Restricted cash210 213 218 
Total cash, cash equivalents and restricted cash shown in the statement of consolidated cash flows$7,421 $18,533 $11,742 
(f)Investments—Debt investments are classified as available-for-sale and are stated at fair value. Realized gains and losses on sales of these investments are reflected in Miscellaneous, net in the consolidated statements of operations. Unrealized gains and losses on available-for-sale debt securities are reflected as a component of accumulated other comprehensive income (loss). Equity investments are accounted for under the equity method if we are able to exercise significant influence over an investee. Equity investments for which we do not have significant influence are recorded at fair value or at cost, if fair value is not readily determinable, with adjustments for observable changes in price or impairments (referred to as the measurement alternative). Changes in fair value are recorded in Unrealized gains (losses) on investments, net in the consolidated statements of operations. See Note 8 of this report for additional information related to investments.
(g)Securities received in connection with purchase agreements—The Company accounts for the value of securities received from vendors as deferred credits that will generally be recognized as a reduction to the cost of the asset received in future periods.
72
(h)Accounts Receivable—Accounts receivable primarily consist of amounts due from credit card companies, non-airline partners, and cargo customers. We provide an allowance for credit losses expected to be incurred. We base our allowance on various factors including, but not limited to, aging, payment history, write-offs, macro-economic indicators and other credit monitoring indicators. Credit loss expense and write-offs related to trade receivables were not material for the years ended December 31, 2022 and 2021.
(i)Aircraft Fuel, Spare Parts and Supplies—The Company accounts for aircraft fuel, spare parts and supplies at average cost and provides an obsolescence allowance for aircraft spare parts with an assumed residual value of 10% of original cost.
(j)Property and Equipment—The Company records additions to owned operating property and equipment at cost when acquired. Property under finance leases and the related obligation for future lease payments are recorded at an amount equal to the initial present value of those lease payments. Modifications that enhance the operating performance or extend the useful lives of airframes or engines are capitalized as property and equipment. We periodically receive credits in connection with the acquisition of aircraft and engines including those related to contractual damages related to delays in delivery. These credits are deferred until the aircraft and engines are delivered and then applied as a reduction to the cost of the related equipment.
Depreciation and amortization of owned depreciable assets is based on the straight-line method over the assets' estimated useful lives. Leasehold improvements are amortized over the remaining term of the lease, including estimated facility renewal options when renewal is reasonably certain at key airports, or the estimated useful life of the related asset, whichever is less. Properties under finance leases are amortized using the straight-line method over the life of the lease or, in the case of certain aircraft, over their estimated useful lives, whichever is shorter. Amortization of finance lease assets is included in depreciation and amortization expense. The estimated useful lives of property and equipment are as follows:
 Estimated Useful Life (in years)
Aircraft, spare engines and related rotable parts
25 to 30
Aircraft seats
10 to 15
Buildings
25 to 45
Other property and equipment
3 to 15
Computer software
5 to 15
Building improvements
1 to 40
As of December 31, 2022 and 2021, the Company had a carrying value of computer software of $471 million and $499 million, respectively. For the years ended December 31, 2022, 2021 and 2020, the Company's amortization expense related to computer software was $166 million, $182 million and $172 million, respectively. Aircraft, spare engines and related rotable parts were assumed to have residual values of approximately 10% of original cost, and other categories of property and equipment were assumed to have no residual value.
(k)Long-Lived Asset Impairments—The Company evaluates the carrying value of long-lived assets subject to amortization whenever events or changes in circumstances indicate that an impairment may exist. For purposes of this testing, the Company has generally identified the aircraft fleet type as the lowest level of identifiable cash flows for its mainline fleet and the contract level for its regional fleet under capacity purchase agreements ("CPAs"). An impairment charge is recognized when the asset's carrying value exceeds its net undiscounted future cash flows. The amount of the charge is the difference between the asset's carrying value and fair market value.
The Company recorded impairment charges related to certain of its aircraft, related engines and spare parts of $97 million and $94 million for the years ended December 31, 2021 and 2020, respectively. See Note 13 of this report for additional information related to impairments.
(l)Intangibles—The Company has finite-lived and indefinite-lived intangible assets, including goodwill. Finite-lived intangible assets are amortized over their estimated useful lives. Goodwill and indefinite-lived intangible assets are not amortized but are reviewed for impairment on an annual basis as of October 1, or more frequently if events or circumstances indicate that the asset may be impaired.
We value goodwill and indefinite-lived intangible assets primarily using market and income approach valuation techniques. These measurements include the following key assumptions: (1) forecasted revenues, expenses and cash flows, (2) terminal period revenue growth and cash flows, (3) an estimated weighted average cost of capital, (4)
73
assumed discount rates depending on the asset and (5) a tax rate. These assumptions are consistent with those that hypothetical market participants would use. Because we are required to make estimates and assumptions when evaluating goodwill and indefinite-lived intangible assets for impairment, actual transaction amounts may differ materially from these estimates.
In 2022, the Company evaluated its intangible assets for possible impairments. For the Company's China route authority, the Company performed a quantitative assessment which involved determining the fair value of the asset and comparing that amount to the asset's carrying value. For all other intangible assets, the Company performed a qualitative assessment of whether it was more likely than not that an impairment had occurred. To determine fair value, the Company used discounted cash flow methods appropriate for each asset. Key inputs into the models included forecasted capacity, revenues, fuel costs, other operating costs and an overall discount rate. The assumptions used for future projections include that demand will continue to recover. These assumptions are inherently uncertain as they relate to future events and circumstances. See Note 13 of this report for additional information related to impairments.    
The following table presents information about the Company's goodwill and other intangible assets at December 31 (in millions):
20222021
Gross 
Carrying
Amount		Accumulated
Amortization		Gross 
Carrying
Amount		Accumulated
Amortization
Goodwill$4,527 $4,527 
Indefinite-lived intangible assets
Route authorities$1,020 $1,020 
Airport slots574 574 
Tradenames and logos593 593 
Alliances404 404 
Total$2,591 $2,591 
Finite-lived intangible assets
Frequent flyer database$1,177 $1,040 $1,177 $1,008 
Hubs145 124 145 118 
Contracts7 7 120 120 
Other314 301 314 298 
Total$1,643 $1,472 $1,756 $1,544 
Amortization expense in 2022, 2021 and 2020 was $41 million, $49 million and $55 million, respectively. Projected amortization expense in 2023, 2024, 2025, 2026 and 2027 is $37 million, $32 million, $28 million, $18 million and $11 million, respectively.
(m)Labor Costs—The Company records expenses associated with new or amendable labor agreements when the amounts are probable and estimable. These could include costs associated with retro-active lump sum cash payments made in conjunction with the ratification of labor agreements. To the extent these upfront costs are in lieu of future pay increases, they would be capitalized and amortized over the term of the labor agreements. If not, these amounts would be expensed.
(n)Share-Based Compensation—The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. The resulting cost is recognized over the period during which an employee is required to provide service in exchange for the award, usually the vesting period. Obligations for cash-settled restricted stock units ("RSUs") are remeasured at fair value throughout the requisite service period at the close of the reporting period based upon UAL's stock price. In addition to the service requirement, certain RSUs have performance metrics that must be achieved prior to vesting. These awards are accrued based on the expected level of achievement at each reporting period. An adjustment is recorded each reporting period to adjust compensation expense based on the then current level of expected performance achievement for the performance-based awards. See Note 4 of this report for additional information on UAL's share-based compensation plans.
74
(o)Maintenance and Repairs—The cost of maintenance and repairs, including the cost of minor replacements, is charged to expense as incurred, except for costs incurred under our power-by-the-hour ("PBTH") engine maintenance agreements. PBTH contracts transfer certain risk to third-party service providers and fix the amount we pay per flight hour or per cycle to the service provider in exchange for maintenance and repairs under a predefined maintenance program. Under PBTH agreements, the Company recognizes expense at a level rate per engine hour, unless the level of service effort and the related payments during the period are substantially consistent, in which case the Company recognizes expense based on the amounts paid.
(p)Advertising—Advertising costs, which are included in Other operating expenses, are expensed as incurred. Advertising expenses were $165 million, $99 million and $87 million for the years ended December 31, 2022, 2021 and 2020, respectively.
(q)Third-Party Business—The Company has third-party business activity that includes ground handling, maintenance services, flight academy and frequent flyer award non-travel redemptions. Third-party business revenue is recorded in Other operating revenue. Expenses associated with these third-party business activities are recorded in Other operating expenses, except for non-travel mileage redemption. Non-travel mileage redemption expenses are recorded to Other operating revenue.
(r)Uncertain Income Tax Positions—The Company has recorded reserves for income taxes and associated interest that may become payable in future years. Although management believes that its positions taken on income tax matters are reasonable, the Company nevertheless established tax and interest reserves in recognition that various taxing authorities may challenge certain of the positions taken by the Company, potentially resulting in additional liabilities for taxes and interest. The Company's uncertain tax position reserves are reviewed periodically and are adjusted as events occur that affect its estimates, such as the availability of new information, the lapsing of applicable statutes of limitation, the conclusion of tax audits, the measurement of additional estimated liability, the identification of new tax matters, the release of administrative tax guidance affecting its estimates of tax liabilities, or the rendering of relevant court decisions. The Company records penalties and interest relating to uncertain tax positions as part of income tax expense in its consolidated statements of operations. See Note 6 of this report for additional information on UAL's uncertain tax positions.
NOTE 2 - COMMON STOCKHOLDERS' EQUITY AND PREFERRED SECURITIES
The Company issued warrants to the U.S. Treasury Department ("Treasury") pursuant to the payroll support program ("PSP"), including extensions, and the loan program established under the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"). See Note 9 of this report for additional information about the unsecured promissory notes issued by the Company to Treasury under the PSP and related extensions. As of December 31, 2022, the Company had the following warrants outstanding:
Warrant DescriptionNumber of Shares of UAL Common Stock (in millions)Exercise PriceExpiration Dates
PSP1 Warrants4.8$31.50 4/20/2025—9/30/2025
CARES Act Warrants1.731.50 9/28/2025
PSP2 Warrants2.043.26 1/15/2026—4/29/2026
PSP3 Warrants1.553.92 4/29/2026—6/10/2026
Total10.0 
As of December 31, 2022, approximately 4.6 million shares of UAL's common stock were reserved for future issuance related to the issuance of equity-based awards under the Company's incentive compensation plans.
As of December 31, 2022, UAL had two shares of junior preferred stock (par value $0.01 per share) outstanding. In addition, UAL is authorized to issue 250 million shares of preferred stock (without par value) under UAL's amended and restated certificate of incorporation.
On March 3, 2021, the Company entered into an equity distribution agreement (the "Distribution Agreement") with several financial institutions (collectively, the "Managers"), relating to the issuance and sale from time to time by UAL (the "2021 ATM Offering"), through the Managers, of up to 37 million shares of UAL common stock (the "2021 ATM Shares"). Sales of the 2021 ATM Shares under the Distribution Agreement may be made in any transactions that are deemed to be "at the market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended. Under the terms of the Distribution Agreement, UAL may also sell the 2021 ATM Shares to any Manager, as principal for its own account, at a price agreed upon at the time of sale. If UAL sells the 2021 ATM Shares to a Manager as principal, UAL will enter into a separate terms agreement with such
75
Manager. During 2021, approximately 4 million shares were sold in the 2021 ATM Offering at an average price of $57.50 per share, with net proceeds to the Company totaling approximately $250 million. No shares were sold in 2022 under the 2021 ATM Offering.
NOTE 3 - EARNINGS (LOSS) PER SHARE
The computations of UAL's basic and diluted earnings (loss) per share are set forth below for the years ended December 31 (in millions, except per share amounts):
202220212020
Earnings (loss) available to common stockholders$737 $(1,964)$(7,069)
Basic weighted-average shares outstanding326.4 321.9 279.4 
Dilutive effect of employee stock awards2.2 — — 
Dilutive effect of stock warrants1.5 — — 
Diluted weighted-average shares outstanding330.1 321.9 279.4 
Earnings (loss) per share, basic$2.26 $(6.10)$(25.30)
Earnings (loss) per share, diluted$2.23 $(6.10)$(25.30)
Potentially dilutive securities (a)
Stock warrants (b)3.5 0.9 — 
Employee stock awards0.7 0.7 1.0 
(a) Weighted-average potentially dilutive securities outstanding excluded from the computation of diluted earnings per share because the securities would have had an antidilutive effect.
(b) Represent warrants issued to Treasury pursuant to the payroll support program, including extensions, and the loan program established under the CARES Act. See Note 2 of this report for additional information about these warrants.

NOTE 4 - SHARE-BASED COMPENSATION PLANS
UAL maintains share-based compensation plans for our management employees and our non-employee directors. During 2021, UAL's Board of Directors and stockholders approved the United Airlines Holdings, Inc. 2021 Incentive Compensation Plan (the "2021 Plan"). The 2021 Plan is an incentive compensation plan that allows the Company to use different forms of equity incentives to attract, retain and reward officers and employees. Under the 2021 Plan, the Company may grant: nonqualified stock options; incentive stock options (within the meaning of Section 422 of the Internal Revenue Code of 1986); stock appreciation rights ("SARs"); restricted stock; RSUs; performance units; cash incentive awards and other equity-based and equity-related awards. An award (other than an option, SAR or cash incentive award) may provide the holder with dividends or dividend equivalents. The 2021 Plan replaces the United Continental Holdings, Inc. 2017 Incentive Compensation Plan (the "2017 Plan"). Any awards granted under the 2017 Plan prior to the approval of the 2021 Plan remain in effect pursuant to their terms. The number of shares of UAL common stock that remained available for issuance under the 2017 Plan as of the effective date of the 2021 Plan are now available for issuance under the 2021 Plan.
All awards are recorded as either equity or a liability in the Company's consolidated balance sheets. The share-based compensation expense is recorded in salaries and related costs.
During 2022, UAL granted share-based compensation awards pursuant to the 2021 Plan. These share-based compensation awards included approximately 2.4 million RSUs consisting of approximately 2.0 million time-vested RSUs and approximately 0.4 million performance-based RSUs. The time-vested RSUs vest pro-rata, a majority of which vest on February 28th of each year, over a three-year period from the date of grant. The performance-based RSUs vest upon continuous employment with the Company through December 31, 2024 and the achievement of certain financial, operational and diversity goals. RSUs are generally equity awards settled in stock for domestic employees and liability awards settled in cash for international employees. The cash payments are based on the 20-day average closing price of UAL common stock immediately prior to the vesting date.
The following table provides information related to UAL's share-based compensation plan cost for the years ended December 31 (in millions):
76
202220212020
Compensation cost:
RSUs$87 $236 $106 
Stock options2 2 2 
Total$89 $238 $108 
The table below summarizes UAL's unearned compensation and weighted-average remaining period to recognize costs for all outstanding share-based awards that are probable of being achieved as of December 31, 2022 (in millions, except as noted):
Unearned CompensationWeighted-Average
Remaining Period
(in years)
RSUs$43 1.6
Stock options4 3.3
Total$47 
RSUs. As of December 31, 2022, UAL had recorded a liability of approximately $3 million related to its cash-settled RSUs. UAL paid approximately $7 million, $29 million and $26 million related to its cash-settled RSUs during 2022, 2021 and 2020, respectively.
The table below summarizes UAL's RSU activity for the years ended December 31 (shares in millions):
Liability AwardsEquity Awards
RSUs
RSUs		Weighted-
Average
Grant Price
Outstanding at December 31, 20190.6 2.0 $78.03 
Granted0.1 2.4 40.80 
Vested(0.3)(0.8)74.54 
Forfeited— (0.4)54.21 
Outstanding at December 31, 20200.4 3.2 53.41 
Granted0.4 2.9 52.18 
Vested(0.6)(1.5)51.35 
Forfeited— (0.2)46.77 
Outstanding at December 31, 20210.2 4.4 53.63 
Granted 0.1 2.3 31.96 
Additional issuance due to achievement of performance metrics— 1.6 58.17 
Vested (0.2)(4.8)56.00 
Forfeited— (0.2)53.03 
Outstanding at December 31, 20220.1 3.3 37.88 
The fair value of RSUs that vested in 2022, 2021 and 2020 was approximately $274 million, $104 million and $87 million, respectively.
Stock Options. UAL did not grant any stock option awards during 2022, 2021 or 2020. As of December 31, 2022, there were approximately 0.7 million outstanding stock option awards, 0.4 million of which were exercisable, with weighted-average exercise prices of $82.12 and $59.58, respectively, weighted-average remaining contractual lives of 4.3 years and 2.3 years, respectively, and intrinsic values of zero as all of the strike prices exceeded the closing stock price on that date.
77

NOTE 5 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) ("AOCI")
The tables below present the components of the Company's AOCI, net of tax (in millions):
Pension and
Other
Postretirement
Liabilities		Investments and OtherDeferred Taxes (a)
 
 
Total
Balance at December 31, 2019$(560)$2 $(160)$(718)
Change in value(993)— 221 (772)
Amounts reclassified to earnings451 (b)— (100)351 
Balance at December 31, 2020(1,102)2 (39)(1,139)
Change in value239 (2)(53)184 
Amounts reclassified to earnings16 (b)— (3)13 
Balance at December 31, 2021(847)— (95)(942)
Change in value1,474 (35)(321)1,118 
Amounts reclassified to earnings(1)(b)— — (1)
Balance at December 31, 2022$626 $(35)$(416)$175 
(a)Includes approximately $285 million of deferred income tax expense that will not be recognized in net income until the related pension and postretirement benefit obligations are fully extinguished. We consider all income sources, including other comprehensive income, in determining the amount of tax benefit allocated to results from operations.
(b)This AOCI component is included in the computation of net periodic pension and other postretirement costs. See Note 7 of this report for additional information on pensions and other postretirement liabilities.
NOTE 6 - INCOME TAXES
The income tax provision (benefit) differed from amounts computed at the statutory federal income tax rate and consisted of the following significant components (in millions):
202220212020
Income tax provision (benefit) at statutory rate$208 $(537)$(1,852)
State income tax provision (benefit), net of federal income tax benefit13 (34)(110)
Nondeductible employee meals12 7 5 
Nondeductible transportation fringe benefit10 8 7 
Valuation allowance(10)(38)197 
Other, net20 1 — 
Income tax expense (benefit)$253 $(593)$(1,753)
Current$5 $(10)$(12)
Deferred248 (583)(1,741)
Income tax expense (benefit)$253 $(593)$(1,753)
Temporary differences and carryforwards that give rise to deferred tax assets and liabilities at December 31, 2022 and 2021 were as follows (in millions):
78
 UALUnited
2022202120222021
Deferred income tax asset (liability):
Federal and state net operating loss ("NOL") carryforwards$2,932 $2,229 $2,903 $2,201 
Deferred revenue1,783 2,349 1,783 2,349 
Employee benefits, including pension, postretirement and medical 606 986 606 986 
Operating lease liabilities1,118 1,272 1,118 1,272 
Other financing liabilities141 327 141 327 
Interest expense carryforward510 — 510 — 
Other576 535 576 535 
Less: Valuation allowance(199)(210)(199)(210)
Total deferred tax assets $7,467 $7,488 $7,438 $7,460 
Depreciation$(5,844)$(5,122)$(5,844)$(5,122)
Operating lease right-of-use asset(881)(1,051)(881)(1,051)
Intangibles(651)(656)(651)(656)
Total deferred tax liabilities$(7,376)$(6,829)$(7,376)$(6,829)
Net deferred tax asset$91 $659 $62 $631 
United and its domestic consolidated subsidiaries file a consolidated federal income tax return with UAL. Under an intercompany tax allocation policy, United and its subsidiaries compute, record and pay UAL for their own tax liability as if they were separate companies filing separate returns. In determining their own tax liabilities, United and each of its subsidiaries take into account all tax credits or benefits generated and utilized as separate companies and they are each compensated for the aforementioned tax benefits only if they would be able to use those benefits on a separate company basis. The Company recorded a deferred tax asset for a temporary interest expense limitation under Internal Revenue Code ("IRC") section 163(j) due to law changes resulting from the CARES Act. Interest expense disallowed under IRC section 163(j) can be carried forward indefinitely and deducted in future years.
The Company's federal and state NOL and tax credit carryforwards relate to current and prior years' NOLs and credits, which may be used to reduce tax liabilities in future years. These tax benefits are mostly attributable to federal pre-tax NOL carryforwards of $13.2 billion ($2.8 billion tax effected) for UAL. If not utilized these federal pre-tax NOLs will expire as follows (in billions): $0.1 in 2026, $0.5 in 2028, $0.4 in 2029, $0.2 in 2032 and $0.4 in 2033. The remaining $11.6 billion of NOLs has no expiration date. State pre-tax NOLs of $3.9 billion ($0.2 billion tax effected) expire over a 1 to 20-year period. Federal tax credits of $44 million will expire over a 1 to 20-year period and state tax credits of $45 million will expire over a 1 to 15-year period.
A tax valuation allowance is recognized if it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company's management assesses available positive and negative evidence regarding the Company's ability to realize its deferred tax assets and records a valuation allowance when it is more likely than not that deferred tax assets will not be realized. In order to form a conclusion, management considers positive evidence in the form of taxable income in prior carryback years, reversing temporary differences, tax planning strategies and projections of future taxable income during the periods in which those temporary differences become deductible, as well as negative evidence such as historical losses. Although the Company incurred losses in 2021 and 2020, management determined that these results were not indicative of future results due to the impact of the COVID-19 pandemic on its operations. The Company concluded that the positive evidence outweighs the negative evidence, primarily driven by approval and distribution of COVID-19 vaccines as well as increased confidence with the timing of the recovery, as evidenced in our 2022 return to profitability. One of the Company's largest deferred tax assets was its federal pre-tax NOLs which were $13.2 billion ($2.8 billion tax effected) at December 31, 2022. The majority of the NOLs do not expire and the Company expects to realize the benefits of the NOLs and other deferred tax assets through the reversal of certain existing deferred tax liabilities of $6.7 billion and the remaining $0.8 billion through projected future taxable income. Therefore, we have not recorded a valuation allowance on our deferred tax assets other than the capital loss carryforwards and certain state attributes that have short expiration periods. While the Company expects to generate sufficient future income to fully utilize its deferred tax assets (including NOLs), the Company may have to record a valuation allowance, which could be material, against deferred tax assets if negative evidence such as reduced forecasted income outweigh positive evidence. Assumptions about future taxable income are consistent with the plans and estimates used to manage our business. Management will continue to evaluate future financial performance to determine whether such
79
performance is both sustained and significant enough to provide sufficient evidence to support not recording valuation allowance on these NOLs. As of December 31, 2022, the Company has recorded $175 million of valuation allowance against its capital loss deferred tax assets. Capital losses have a limited carryforward period of five years, and they can be utilized only to the extent of capital gains. The Company does not anticipate generating sufficient capital gains to utilize the losses before they expire, therefore, a valuation allowance is necessary as of December 31, 2022. Additionally, the Company recorded a valuation allowance of $24 million on certain state deferred tax assets primarily due to state NOLs that have short expiration periods.
The Company's unrecognized tax benefits related to uncertain tax positions were $58 million, $55 million and $57 million at December 31, 2022, 2021 and 2020, respectively. Included in the ending balance at December 31, 2022 is $58 million that would affect the Company's effective tax rate if recognized. The changes in unrecognized tax benefits relating to settlements with taxing authorities, unrecognized tax benefits as a result of tax positions taken during a prior period and unrecognized tax benefits relating from a lapse of the statute of limitations were immaterial during 2022, 2021 and 2020. The Company does not expect significant increases or decreases in their unrecognized tax benefits within the next 12 months. There are no material amounts included in the balance at December 31, 2022 for tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.
The Company's federal income tax returns for tax years after 2002 remain subject to examination by the Internal Revenue Service (the "IRS") and state taxing jurisdictions.
NOTE 7 - PENSION AND OTHER POSTRETIREMENT PLANS
The following summarizes the significant pension and other postretirement plans of United:
Pension Plans. United maintains two primary defined benefit pension plans, one covering certain pilot employees and another covering certain U.S. non-pilot employees. Each of these plans provide benefits based on a combination of years of benefit accruals service and an employee's final average compensation. Additional benefit accruals are frozen under the plan covering certain pilot employees and for management and administrative employees covered under the non-pilot plan. Benefit accruals for certain non-pilot employees continue. United maintains additional defined benefit pension plans, which cover certain international employees.
Other Postretirement Plans. United maintains postretirement medical programs which provide medical benefits to certain retirees and eligible dependents, as well as life insurance benefits to certain retirees participating in the plan. Benefits provided are subject to applicable contributions, co-payments, deductibles and other limits as described in the specific plan documentation.
In 2021 and 2020, the Company offered several voluntary leave programs and voluntary separation programs ("Voluntary Programs") to certain eligible employees, which in some cases included a partially-paid leave of absence with active health benefits and travel privileges. Under these Voluntary Programs, employees generally separated (or will separate) from employment with certain post-employment health benefits and travel privileges. Included in the Voluntary Programs offered during the first quarter of 2021, the Company offered special separation benefits in the form of additional subsidies for retiree medical costs for certain U.S.-based front-line employees. The subsidies are in the form of a one-time contribution to a notional Retiree Health Account of $125,000 for full-time employees and $75,000 for part-time employees. As a result, the Company recorded $31 million for those additional benefits in 2021.
During 2020, the Company offered certain of its eligible front-line employees special separation benefits in the form of additional years of pension service and additional subsidies for retiree medical costs (based on employee group, age and completed years of service) as a part of the Voluntary Programs. As a result, the Company recorded, in 2020, $54 million for those additional pension benefits and $201 million for those additional retiree medical benefits. Also, the Company recognized, in 2020, $430 million in settlement losses related to the defined benefit pension plan covering certain U.S. non-pilot employees.
Actuarial assumption changes are reflected as a component of the net actuarial (gain) loss. The 2022 actuarial gains were mainly related to an increase in the discount rate applied at December 31, 2022 compared to December 31, 2021, which were partially offset by losses on pension plan assets due to asset returns being less than expected. Actuarial (gains) losses will be amortized over the average remaining service life of the covered active employees.
80
The following tables set forth the reconciliation of the beginning and ending balances of the benefit obligation and plan assets, the funded status and the amounts recognized in these financial statements for the defined benefit and other postretirement plans (in millions):
Pension Benefits
Year Ended December 31, 2022Year Ended December 31, 2021
Accumulated benefit obligation:$3,596 $5,496 
Change in projected benefit obligation:
Projected benefit obligation at beginning of year$6,473 $6,525 
Service cost204 239 
Interest cost188 184 
Actuarial gain(2,186)(188)
Benefits paid(464)(263)
Curtailment— (12)
Other(34)(12)
Projected benefit obligation at end of year$4,181 $6,473 
Change in plan assets:
Fair value of plan assets at beginning of year$4,626 $4,069 
Actual income (loss) on plan assets(678)437 
Employer contributions8 387 
Benefits paid(464)(263)
Other(25)(4)
Fair value of plan assets at end of year$3,467 $4,626 
Funded status—Net amount recognized$(714)$(1,847)
Pension Benefits
December 31, 2022December 31, 2021
Amounts recognized in the consolidated balance sheets consist of:
Noncurrent asset$44 $75 
Current liability(11)(2)
Noncurrent liability(747)(1,920)
Total liability$(714)$(1,847)
Amounts recognized in accumulated other comprehensive income ( loss) consist of:
Net actuarial loss$(77)$(1,406)
Prior service cost(1)(1)
Total accumulated other comprehensive loss$(78)$(1,407)
81
Other Postretirement Benefits
Year Ended December 31, 2022Year Ended December 31, 2021
Change in benefit obligation:
Benefit obligation at beginning of year$1,129 $1,082 
Service cost9 10 
Interest cost30 25 
Plan participants' contributions69 66 
Benefits paid(179)(199)
Actuarial (gain) loss(270)114 
Special termination benefit— 31 
Benefit obligation at end of year$788 $1,129 
Change in plan assets:
Fair value of plan assets at beginning of year$49 $51 
Actual return on plan assets1 1 
Employer contributions108 130
Plan participants' contributions69 66 
Benefits paid(179)(199)
Fair value of plan assets at end of year48 49 
Funded status—Net amount recognized$(740)$(1,080)
Other Postretirement Benefits
December 31, 2022December 31, 2021
Amounts recognized in the consolidated balance sheets consist of:
Current liability$(69)$(80)
Noncurrent liability(671)(1,000)
Total liability$(740)$(1,080)
Amounts recognized in accumulated other comprehensive income (loss) consist of:
Net actuarial gain$369 $113 
Prior service credit335 447 
Total accumulated other comprehensive income$704 $560 
The following information relates to all pension plans with an accumulated benefit obligation and a projected benefit obligation in excess of plan assets at December 31 (in millions):
20222021
Projected benefit obligation$4,045 $6,231 
Accumulated benefit obligation3,461 5,255 
Fair value of plan assets3,287 4,309 
82
Net periodic benefit cost (credit) for the years ended December 31 included the following components (in millions):
202220212020
Pension BenefitsOther Postretirement BenefitsPension BenefitsOther Postretirement BenefitsPension BenefitsOther Postretirement Benefits
Service cost$204 $9 $239 $10 $216 $10 
Interest cost188 30 184 25 209 28 
Expected return on plan assets(306)(1)(283)(1)(328)(1)
Amortization of unrecognized actuarial (gain) loss120 (14)170 (28)162 (40)
Amortization of prior service credits— (112)— (123)— (124)
Settlement loss - Voluntary Programs— — — — 430 — 
Special termination benefits - Voluntary Programs— — — 31 54 201 
Curtailment— — (8)— 1 — 
Other5 — 5 — 22 — 
Net periodic benefit cost (credit)$211 $(88)$307 $(86)$766 $74 
Service cost is recorded in Salaries and related costs on the statement of consolidated operations. All other components of net periodic benefit costs are recorded in Miscellaneous, net on the statement of consolidated operations.
The Company's expected Net periodic benefit cost (credit) for 2023 is as follows (in millions):
Pension BenefitsOther Postretirement Benefits
Net periodic benefit cost (credit)$97 $(105)
The assumptions used for the benefit plans were as follows: 
Pension Benefits
Assumptions used to determine benefit obligations20222021
Discount rate5.20 %2.90 %
Rate of compensation increase3.83 %3.83 %
Assumptions used to determine net expense
Discount rate2.90 %2.72 %
Expected return on plan assets7.16 %7.28 %
Rate of compensation increase3.83 %3.88 %
Other Postretirement Benefits
Assumptions used to determine benefit obligations20222021
Discount rate5.66 %2.82 %
Assumptions used to determine net expense
Discount rate2.82 %2.43 %
Expected return on plan assets3.00 %3.00 %
Health care cost trend rate assumed for next year5.60 %5.70 %
Rate to which the cost trend rate is assumed to decline (ultimate trend rate in 2033)4.50 %4.50 %
The Company used the Society of Actuaries' PRI-2012 Private Retirement Plans Mortality Tables projected generationally using the Society of Actuaries' MP-2021 projection scale.
83
The Company selected the 2022 discount rate for substantially all of its plans by using a hypothetical portfolio of high-quality bonds at December 31, 2022 that would provide the necessary cash flows to match projected benefit payments.
We develop our expected long-term rate of return assumption for our defined benefit plans based on historical experience and by evaluating input from the trustee managing the plans' assets. Our expected long-term rate of return on plan assets for these plans is based on a target allocation of assets, which is based on our goal of earning the highest rate of return while maintaining risk at acceptable levels. The plans strive to have assets sufficiently diversified so that adverse or unexpected results from one security class will not have an unduly detrimental impact on the entire portfolio. Plan fiduciaries regularly review our actual asset allocation and the pension plans' investments are periodically rebalanced to our targeted allocation when considered appropriate. United's plan assets are allocated within the following guidelines:
  Percent of TotalExpected Long-Term
Rate of Return
Equity securities
25-40
%9 %
Fixed-income securities
 40-55
 7  
Alternatives
15-25
 8  
The table below shows the impacts of a change in certain assumptions on the 2023 net periodic benefit cost and the benefit obligations at December 31, 2022 (in millions):
Pension BenefitsOther Postretirement Benefits
Impact on Benefit Obligation at December 31, 2022
100 basis points decrease in the weighted average discount rate
$813 $50 
Impact on 2023 Net Periodic Benefit Cost
100 basis points decrease in the weighted average discount rate (a)
$93 $1 
100 basis points decrease in the expected long-term rate of return on plan assets
33 — 
(a) In general, as discount rates increase, the impact of changes in discount rates decreases. Therefore, these sensitivities cannot be extrapolated for larger increases or decreases in the discount rate. In addition, benefit cost is affected by other factors including, but not limited to, investment performance, contributions, demographic experience and other assumption changes.
Fair Value Information. Accounting standards require us to use valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows:
Level 1Unadjusted quoted prices in active markets for assets or liabilities identical to those to be reported at fair value
Level 2Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities or market-corroborated inputs
Level 3Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants would price the assets or liabilities

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

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

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

84
The following tables present information about United's pension and other postretirement plan assets at December 31 (in millions):
20222021
Pension Plan Assets:TotalLevel 1Level 2Level 3Assets Measured at NAV(a)TotalLevel 1Level 2Level 3Assets Measured at NAV(a)
Equity securities funds$1,183 $58 $26 $114 $985 $1,754 $71 $44 $147 $1,492 
Fixed-income securities1,316 — 527 5 784 1,850 — 739 15 1,096 
Alternatives887 — — 161 726 847 — — 216 631 
Other investments81 6 16 5 54 175 108 59 8 — 
Total$3,467 $64 $569 $285 $2,549 $4,626 $179 $842 $386 $3,219 
Other Postretirement Benefit Plan Assets:
Deposit administration fund$48 $— $— $48 $— $49 $— $— $49 $— 
(a) In accordance with the relevant accounting standards, certain investments that are measured at fair value using the net asset value ("NAV") per share (or its equivalent) have not been classified in the fair value hierarchy. These investments are commingled funds that invest in equity securities and fixed-income instruments including bonds, debt securities, and other similar instruments issued by various U.S. and non-U.S. public- or private-sector entities. Redemption periods for these investments range from daily to semiannually.
Equity and Fixed-Income. Equities include investments in both developed market and emerging market equity securities. Fixed-income includes primarily U.S. and non-U.S. government fixed-income securities and non-U.S. corporate fixed-income securities, as well as securitized debt securities.
Deposit Administration Fund. This investment is a stable value investment product structured to provide investment income.
Alternatives. Alternative investments consist primarily of investments in hedge funds, real estate and private equity interests.
Other investments. Other investments consist of primarily cash equivalents, as well as insurance contracts.
The following table presents reconciliation of United's benefit plan assets measured at fair value using unobservable inputs (Level 3) for the years ended December 31, 2022 and 2021 (in millions):
20222021
Balance at beginning of year$435 $401 
Actual income (loss) on plan assets:
Sold during the year34 2 
Held at year end(39)48 
Purchases, sales, issuances and settlements (net)(97)(16)
Balance at end of year$333 $435 
Funding requirements for tax-qualified defined benefit pension plans are determined by government regulations. The Company does not expect any minimum required contributions for 2023 for its tax-qualified defined benefit pension plans. The Company expects to make approximately $113 million in contributions to its other postretirement benefit plans in 2023.
The estimated future benefit payments, net of expected participant contributions, in United's pension plans and other postretirement benefit plans for the next ten years, as of December 31, 2022, are as follows (in millions):
PensionOther Postretirement
2023$255 $120 
2024253 109 
2025282 94 
2026304 86 
2027323 78 
Years 2028 – 20321,776 293 

85
Defined Contribution Plans. United offers several defined contribution plans to its employees. Depending upon the employee group, employer contributions consist of matching contributions and/or non-elective employer contributions. United's employer contribution percentages to its primary 401(k) defined contribution plans vary from 1% to 16% of eligible earnings depending on the terms of each plan. United recorded expenses for its primary 401(k) defined contribution plans of $756 million, $651 million and $687 million in the years ended December 31, 2022, 2021 and 2020, respectively.
Multi-Employer Plans. United's participation in the IAM National Pension Plan ("IAM Plan") for the annual period ended December 31, 2022 is outlined in the table below. The risks of participating in these multi-employer plans are different from single-employer plans, as United may be subject to additional risks that others do not meet their obligations, which in certain circumstances could revert to United. The IAM Plan reported $507 million in employers' contributions for the year ended December 31, 2021. For 2021, the Company's contributions to the IAM Plan represented more than 5% of total contributions to the IAM Plan. The 2022 information is not available as the applicable Form 5500 is not final for the plan year.
Pension FundIAM National Pension Fund ("Fund")
EIN/ Pension Plan Number51-6031295 — 002
Pension Protection Act Zone Status (2022 and 2021)
Critical (2022 and 2021). A plan is in "critical" status if the funded percentage is less than 65 percent. On April 17, 2019, the IAM National Pension Fund Board of Trustees voluntarily elected for the Fund to be in critical status effective for the plan year beginning January 1, 2019 to strengthen the Fund's financial health. The Fund's funded percentage was 83.7% as of January 1, 2021.
FIP/RP Status Pending/Implemented
A 10-year Rehabilitation Plan effective, January 1, 2022, was adopted on April 17, 2019 that requires the Company to make an additional contribution of 2.5% of the hourly contribution rate, compounded annually for the length of the Rehabilitation Plan, effective June 1, 2019.
United's Contributions
$75 million, $58 million and $53 million in the years ended December 31, 2022, 2021 and 2020, respectively
Surcharge ImposedNo
Expiration Date of Collective Bargaining AgreementN/A
Profit Sharing. Substantially all employees participate in profit sharing based on a percentage of pre-tax earnings, excluding special charges, profit sharing expense and share-based compensation. Profit sharing percentages range from 5% to 20% depending on the work group, and in some cases profit sharing percentages vary above and below certain pre-tax margin thresholds. Eligible U.S. co-workers in each participating work group receive a profit sharing payout using a formula based on the ratio of each qualified co-worker's annual eligible earnings to the eligible earnings of all qualified co-workers in all domestic work groups. Eligible non-U.S. co-workers receive profit sharing based on the calculation under the U.S. profit sharing plan for management and administrative employees. The Company recorded profit sharing and related payroll tax expense of $133 million in 2022. As a result of the pre-tax losses in 2021 and 2020, no profit sharing was recorded. Profit sharing expense is recorded as a component of Salaries and related costs in the Company's statements of consolidated operations.
NOTE 8 - FAIR VALUE MEASUREMENTS, INVESTMENTS AND NOTES RECEIVABLE
Fair Value Information. Accounting standards require us to use valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are described in Note 7 of this report. The table below presents disclosures about the fair value of financial assets and liabilities measured at fair value on a recurring basis in the Company's financial statements as of December 31 (in millions):
86
20222021
TotalLevel 1Level 2Level 3TotalLevel 1Level 2Level 3
Cash and cash equivalents$7,166 $7,166 $— $— $18,283 $18,283 $— $— 
Restricted cash - current (Note 1)45 45 — — 37 37 — — 
Restricted cash - non-current (Note 1)210 210 — — 213 213 — — 
Short-term investments:
U.S. government and agency notes8,914 — 8,914 — 2 — 2 — 
Asset-backed securities325 — 325 — 26 — 26 — 
Corporate debt9 — 9 — 95 — 95 — 
Long-term investments:
Equity securities189 189 — — 229 229 — — 
Investments presented in the table above have the same fair value as their carrying value.
Short-term investments — The short-term investments shown in the table above are classified as available-for-sale and have remaining maturities of approximately one year or less.
Long Term Investments: Equity securities — Represents equity and equity-linked securities (such as vested warrants) in Azul Linhas Aéreas Brasileiras S.A., Clear Secure, Inc., Archer Aviation Inc. and Eve Holding, Inc.
Other fair value information - The table below presents the carrying values and estimated fair values of financial instruments not presented in the tables above as of December 31 (in millions). Carrying amounts include any related discounts, premiums and issuance costs:
20222021
Carrying AmountFair ValueCarrying AmountFair Value
TotalLevel 1Level 2Level 3TotalLevel 1Level 2Level 3
Long-term debt$31,194 $29,371 $— $23,990 $5,381 $33,363 $34,550 $— $29,088 $5,462 
Fair value of the financial instruments included in the tables above was determined as follows:
DescriptionFair Value Methodology
Cash and cash equivalents and
Restricted cash (current and non-current)		The carrying amounts of these assets approximate fair value.
Short-term and Long-term investmentsFair value is based on (a) the trading prices of the investment or similar
instruments or (b) broker quotes obtained by third-party valuation services.
Long-term debt Fair values were based on either market prices or the discounted amount of future cash flows using our current incremental rate of borrowing for similar liabilities or assets.
Investments in Regional Carriers. United holds investments in three regional carriers that fly for the Company as United Express under its CPAs. The combined carrying value of the investments was approximately $188 million as of December 31, 2022. Each investment and United's ownership stake are listed below.
•CommuteAir LLC. United owns a 40% minority ownership stake in CommuteAir LLC, which does business as CommuteAir. CommuteAir currently operates 63 regional aircraft under a CPA that has a term through 2026. We account for this investment using the equity method.
•Republic Airways Holdings Inc. ("Republic Holdings"). United holds a 19% minority interest in Republic Holdings. Republic Holdings is the parent company of Republic Airways Inc. ("Republic"). Republic currently operates 66 regional aircraft under CPAs that have terms through 2036. We account for this investment using the equity method.
•Mesa Air Group, Inc. ("Mesa Air Group"). In January 2023, United obtained a 10% minority interest in Mesa Air Group, the parent company of Mesa Airlines, Inc. ("Mesa"). Mesa currently operates 63 regional aircraft, with the opportunity to operate up to 80 regional aircraft, under a CPA that has a term through 2032.
87
Other Investments. United holds equity investments in a number of companies with emerging technologies and sustainable solutions. United also has equity investments in Avianca Group International Limited, a multinational airline holding company, and JetSuiteX, Inc., an independent air carrier doing business as JSX. None of these investments have readily determinable fair values. We account for these investments at cost less impairment, adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer. As of December 31, 2022, the carrying value of these investments was $434 million.
Notes Receivable. The Company has $101 million of notes receivable, net of allowance for credit losses, the majority of which is from certain of its regional carriers. The loans are recorded in Investments in affiliates and other, less allowance for credit losses on the Company's consolidated balance sheet.
NOTE 9 - DEBT
(In millions)Maturity DatesInterest Rate(s) at December 31, 2022At December 31,
20222021
Aircraft notes (a)2024—20342.70 %—6.48 %$12,262 $13,293 
MileagePlus Senior Secured Notes
20276.50 %3,420 3,800 
MileagePlus Term Loan Facility (b)
202710.00 %2,700 3,000 
2026 and 2029 Notes2026—20294.38 %—4.63 %4,000 4,000 
2021 Term Loans (b)
20288.11 %4,913 4,963 
Unsecured
Notes2024—20254.88 %—5.00 %596 1,041 
PSP Notes (c)2030—20311.00 %3,181 3,181 
Other unsecured debt2023—20290.00 %—5.75 %508 598 
31,580 33,876 
Less: unamortized debt discount, premiums and debt issuance costs (386)(513)
Less: current portion of long-term debt(2,911)(3,002)
Long-term debt, net$28,283 $30,361 
(a)Financing includes variable rate debt based on LIBOR (or another index rate), generally subject to a floor, plus a specified margin of 0.49% to 2.25%.
(b)Financing includes variable rate debt based on LIBOR (or another index rate), subject to a floor, plus a specified margin of 3.75% to 5.25%.
(c)The PSP Notes include $1.5 billion of indebtedness evidenced by a 10-year senior unsecured promissory note with Treasury provided under the PSP of the CARES Act ("PSP1"), $0.9 billion of indebtedness evidenced by a 10-year senior unsecured promissory note issued to Treasury pursuant to Payroll Support Program Extension Agreements under the CARES Act ("PSP2") and $0.8 billion of indebtedness evidenced by a 10-year senior unsecured promissory note issued to Treasury pursuant to the Payroll Support Program established under Section 7301 of the American Rescue Plan Act of 2021 ("PSP3"). These PSP Notes have a rate of 1.00% in years 1 through 5, and a rate of the Secured Overnight Financing Rate ("SOFR") plus 2.00% in years 6 through 10.
The table below presents the Company's contractual principal payments (not including debt discount or debt issuance costs) at December 31, 2022 under then-outstanding long-term debt agreements in each of the next five calendar years (in millions):
2023$2,911 
20243,938 
20253,392 
20265,185 
20272,405 
After 202713,749 
$31,580 
During 2022, United borrowed $752 million aggregate principal amount from a financial institution to finance the purchase of aircraft. The notes evidencing these borrowings, which are secured by the related aircraft, mature in 2034 and have fixed and variable interest rates ranging from 4.0% to 5.9% at December 31, 2022.
88
In 2021, United entered into a new Term Loan Credit and Guaranty Agreement (the "2021 Term Loan Facility") initially providing term loans (the "2021 Term Loans") up to an aggregate amount of $5.0 billion and a new Revolving Credit and Guaranty Agreement (the "2021 Revolving Credit Facility" and, together with the 2021 Term Loan Facility, the "2021 Loan Facilities") initially providing revolving loan commitments of up to $1.75 billion. As of December 31, 2022, we had $1.75 billion undrawn and available under our revolving credit facility.
Our debt agreements contain customary terms and conditions as well as various affirmative, negative and financial covenants that, among other things, restrict the ability of the Company and its subsidiaries to incur additional indebtedness and pay dividends or repurchase stock. As of December 31, 2022, the Company was in compliance with its debt covenants. The collateral, covenants and cross default provisions of the Company's principal debt instruments that contain such provisions are summarized in the table below:
89
Debt InstrumentCollateral, Covenants and Cross Default Provisions
Aircraft notes and other notes payableSecured by certain aircraft, spare engines and spare parts. The indentures contain events of default that are customary for aircraft financings, including in certain cases cross default to other related aircraft.
2021 Loan Facilities
Secured on a senior basis by security interests granted by the Company to the collateral trustee for the benefit of the lenders under the 2021 Loan Facilities, among other parties, on the following: (i) all of the Company's route authorities granted by the U.S. Department of Transportation to operate scheduled service between any international airport located in the United States and any international airport located in any country other than the United States (except Cuba), (ii) the Company's rights to substantially all of its landing and take-off slots at foreign and domestic airports, including at John F. Kennedy International Airport, LaGuardia Airport and Ronald Reagan Washington National Airport (subject to certain exclusions), and (iii) the Company's rights to use or occupy space at airport terminals, each to the extent necessary at the relevant time for servicing scheduled air carrier service authorized by an applicable route authority.
The 2021 Loan Facilities contain negative covenants that, among other things, limit our ability under certain circumstances to create liens on the collateral, make certain dividends, conduct stock repurchases, make certain restricted investments and other restricted payments, and consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets. The 2021 Loan Facilities also contain financial covenants that require the Company to maintain at least $2.0 billion of unrestricted liquidity at all times, which includes unrestricted cash, short-term investments and any undrawn amounts under any revolving credit facility, and to maintain a minimum ratio of appraised value of collateral to the outstanding debt secured by such collateral (including under the 2021 Loan Facilities) of 1.6 to 1.0, tested semi-annually.
The 2021 Loan Facilities contain events of default customary for similar financings, including a cross-payment default and cross-acceleration to other material indebtedness.
2026 and 2029 Notes
The 2026 and 2029 Notes are secured on a senior basis by security interests granted by the Company to the collateral trustee for the benefit of the holders of the 2026 and 2029 Notes, among other parties, on the following: (i) all of the Company's route authorities granted by the U.S. Department of Transportation to operate scheduled service between any international airport located in the United States and any international airport located in any country other than the United States (except Cuba), (ii) the Company's rights to substantially all of its landing and take-off slots at foreign and domestic airports, including at John F. Kennedy International Airport, LaGuardia Airport and Ronald Reagan Washington National Airport (subject to certain exclusions), and (iii) the Company's rights to use or occupy space at airport terminals, each to the extent necessary at the relevant time for servicing scheduled air carrier service authorized by an applicable route authority.
The indenture for these 2026 and 2029 Notes contains covenants that, among other things, limit our ability under certain circumstances to create liens on the Collateral, make certain dividends, stock repurchases, restricted investments and other restricted payments, and consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets. The indenture also contains a financial covenant that requires UAL to pay special interest in an additional amount equal to 2.0% per year of the principal amount of the 2026 and 2029 Notes for so long as it is unable to demonstrate that it maintains a minimum ratio of appraised value of collateral to the outstanding debt secured by such collateral (including the 2026 and 2029 Notes) of 1.6 to 1.0, tested semi-annually.
The indenture contains events of default customary for similar financings, including a cross-payment default and cross-acceleration to other material indebtedness.
MileagePlus Senior Secured Notes and MileagePlus Term Loan Facility
Secured by first-priority security interests in substantially all of the assets of the Issuers, other than excluded property and subject to certain permitted liens, including security interests in specified cash accounts that include the accounts into which MileagePlus revenues are or will be paid by the Company's marketing partners and by the Company.
PSP Notes
The PSP Notes represent senior unsecured indebtedness of UAL. The PSP Notes are guaranteed by United. If any subsidiary of UAL (other than United) becomes, or is required to become, an obligor on unsecured indebtedness of UAL or any of its subsidiaries with a principal balance in excess of a specified amount, then such subsidiary shall be required to guarantee the obligations of the Company under the PSP Notes.
Pursuant to the PSP Agreements, the Company and its affiliates will be required to comply with certain provisions including, among others, audit and reporting requirements and provisions restricting the payment of certain executive compensation until April 1, 2023.
Unsecured notes
The indentures for these notes contain covenants that, among other things, restrict the ability of the Company and its restricted subsidiaries (as defined in the indentures) to incur additional indebtedness and make certain dividends, stock repurchases, restricted investments and other restricted payments.
90
NOTE 10 - LEASES AND CAPACITY PURCHASE AGREEMENTS
United leases aircraft, airport passenger terminal space, aircraft hangars and related maintenance facilities, cargo terminals, other airport facilities, other commercial real estate, office and computer equipment and vehicles, among other items. Certain of these leases include provisions for variable lease payments which are based on several factors, including, but not limited to, relative leased square footage, available seat miles, enplaned passengers, passenger facility charges, terminal equipment usage fees, departures, and airports' annual operating budgets. Due to the variable nature of the rates, these leases are not recorded on our balance sheet as a right-of-use asset and lease liability.
For leases with terms greater than 12 months, we record the related right-of-use asset and lease liability at the present value of fixed lease payments over the lease term. To the extent a lease agreement includes an extension option that is reasonably certain to be exercised, we have recognized those amounts as part of our right-of-use assets and lease liabilities. Leases with an initial term of 12 months or less with purchase options or extension options that are not reasonably certain to be exercised are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the term of the lease. We combine lease and non-lease components, such as common area maintenance costs, in calculating the right-of-use assets and lease liabilities for all asset groups except for our CPAs, which contain embedded leases for regional aircraft. In addition to the lease component cost for regional aircraft, our CPAs also include non-lease components primarily related to the regional carriers' operating costs incurred in providing regional aircraft services. We allocate consideration for the lease components and non-lease components of each CPA based on their relative standalone values.
Lease Cost. The Company's lease cost for the years ended December 31 included the following components (in millions):
202220212020
Operating lease cost$941 $958 $933 
Variable and short-term lease cost2,603 2,291 1,968 
Amortization of finance lease assets72 89 88 
Interest on finance lease liabilities13 16 16 
Sublease income(33)(26)(23)
Total lease cost$3,596 $3,328 $2,982 
Lease terms and commitments. United's leases include aircraft leases for aircraft that are directly leased by United and aircraft that are operated by regional carriers on United's behalf under CPAs (but excluding aircraft owned by United) and non-aircraft leases. Aircraft operating leases relate to leases of 99 mainline and 318 regional aircraft while finance leases relate to leases of 26 mainline and 16 regional aircraft. United's aircraft leases have remaining lease terms of 1 month to 12 years with expiration dates ranging from 2023 through 2034. Under the terms of most aircraft leases, United has the right to purchase the aircraft at the end of the lease term, in some cases at fair market value, and in others, at a percentage of cost.
Non-aircraft leases have remaining lease terms of 1 month to 30 years, with expiration dates ranging from 2023 through 2053.
The table below summarizes the Company's scheduled future minimum lease payments under operating and finance leases, recorded on the balance sheet, as of December 31, 2022 (in millions):
Operating LeasesFinance Leases
2023$851 $114 
2024736 45 
2025616 39 
2026597 17 
2027779 10 
After 20273,190 18 
Minimum lease payments6,769 243 
Imputed interest(1,749)(24)
Present value of minimum lease payments5,020 219 
Less: current maturities of lease obligations(561)(104)
Long-term lease obligations$4,459 $115 
91
As of December 31, 2022, we have additional leases of approximately $3.0 billion for several regional aircraft under CPAs and airport facility leases that have not yet commenced. These leases will commence starting in 2023 through 2025 with lease terms of up to 12 years.
In 2020, United entered into agreements with third parties to finance through sale and leaseback transactions new Boeing model 787 aircraft and Boeing model 737 MAX aircraft subject to purchase agreements between United and Boeing. In connection with the delivery of each aircraft from Boeing, United assigned its right to purchase such aircraft to the buyer, and simultaneous with the buyer's purchase from Boeing, United entered into a long-term lease for such aircraft with the buyer as lessor. Upon delivery of the aircraft in these sale and leaseback transactions, the Company accounted for several of these aircraft, which have a repurchase option at a price other than fair value, as part of Flight equipment on the Company's consolidated balance sheet and the related obligation recorded in Current maturities of other financial liabilities and Other financial liabilities since they did not qualify for sale recognition (failed sale and leaseback). The remaining aircraft that qualified for sale recognition were recorded as Operating lease right-of-use assets and Current/Long-term obligations under operating leases on the Company's consolidated balance sheet after recognition of related gains on such sale. In 2022, under these sale and leaseback agreements, United exercised repurchase options for six Boeing 787 aircraft. The table below presents the Company's contractual payments at December 31, 2022 under then-outstanding failed sale and leaseback agreements in each of the next five calendar years (in millions):
Other Financial Liabilities
2023$75 
202479 
202580 
202680 
2027373 
After 2027428 
1,115 
Imputed interest(248)
Current maturities of other financial liabilities(23)
Other financial liabilities$844 
Our lease agreements do not provide a readily determinable implicit rate nor is it available to us from our lessors. Instead, we estimate United's incremental borrowing rate based on information available at lease commencement in order to discount lease payments to present value. The table below presents additional information related to our leases as of December 31:
20222021
Weighted-average remaining lease term - operating leases10 years10 years
Weighted-average remaining lease term - finance leases3 years6 years
Weighted-average remaining lease term - other financial liabilities9 years13 years
Weighted-average discount rate - operating leases5.5 %5.0 %
Weighted-average discount rate - finance leases6.4 %4.8 %
Weighted-average interest rate - other financial liabilities6.0 %6.0 %


The table below presents supplemental cash flow information related to leases during the year ended December 31 (in millions):
202220212020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases$919 $977 $788 
Operating cash flows for finance leases13 18 20 
Financing cash flows for finance leases124 216 66 
Regional CPAs. United has contractual relationships with various regional carriers to provide regional aircraft service branded as United Express. Under these CPAs, the Company pays the regional carriers contractually agreed fees (carrier costs) for operating these flights plus a variable rate adjustment based on agreed performance metrics, subject to annual adjustments. The
92
fees are based on specific rates multiplied by specific operating statistics (e.g., block hours, departures), as well as fixed monthly amounts. Under these CPAs, the Company is also responsible for all fuel costs incurred, as well as landing fees and other costs, which are either passed through by the regional carrier to the Company without any markup or directly incurred by the Company. In some cases, the Company owns some or all of the aircraft subject to the CPA and leases such aircraft to the regional carrier. United's CPAs are for 470 regional aircraft as of December 31, 2022, and the CPAs have terms expiring through 2036. Aircraft operated under CPAs include aircraft leased directly from the regional carriers and those owned by United and operated by the regional carriers. See Part I, Item 2. Properties, of this report for additional information.
United recorded approximately $0.9 billion, $0.6 billion and $0.6 billion in expenses related to its CPAs with its regional carriers in which United is a minority shareholder, for the years ended December 31, 2022, 2021 and 2020, respectively. United had notes receivables with carrying values of $62 million and $28 million due from these companies, as of December 31, 2022 and 2021, respectively. There were no accounts payable due to these companies as of December 31, 2022 and $102 million in accounts payable due to these companies as of December 31, 2021. The CPAs with these related parties were executed in the ordinary course of business.
In 2022, United entered into an amended CPA with Mesa to operate, starting in 2023, up to 38 CRJ-900 aircraft with a five-year term, dependent upon the number of Embraer E175 aircraft that Mesa is flying on United's behalf. Additionally in 2022, United amended a majority of its CPA agreements to increase the contractually agreed fees (carrier costs) paid to its regional carriers. The Company plans to wind down its CPA with Air Wisconsin in 2023.
Our future commitments under our CPAs are dependent on numerous variables, and are, therefore, difficult to predict. The most important of these variables is the number of scheduled block hours. Although we are not required to purchase a minimum number of block hours under certain of our CPAs, we have set forth below estimates of our future payments under the CPAs based on our assumptions. The actual amounts we pay to our regional operators under CPAs could differ materially from these estimates. United's estimates of its future payments under all of the CPAs do not include the portion of the underlying obligation for any aircraft leased to a regional carrier or deemed to be leased from other regional carriers and facility rent that are disclosed as part of operating leases above. For purposes of calculating these estimates, we have assumed (1) the number of block hours flown is based on our anticipated level of flight activity or at any contractual minimum utilization levels if applicable, whichever is higher, (2) that we will reduce the fleet as rapidly as contractually allowed under each CPA, (3) that aircraft utilization, stage length and load factors will remain constant, (4) that each carrier's operational performance will remain at recent historic levels and (5) an annual projected inflation rate. These amounts exclude variable pass-through costs such as fuel and landing fees, among others. Based on these assumptions as of December 31, 2022, our future payments through the end of the terms of our CPAs are presented in the table below (in billions):
2023$2.2 
20241.9 
20251.5 
20261.3 
20270.9 
After 20273.2 
$11.0 

NOTE 11 - VARIABLE INTEREST ENTITIES ("VIE")
Variable interests are contractual, ownership or other monetary interests in an entity that change with fluctuations in the fair value of the entity's net assets exclusive of variable interests. A VIE can arise from items such as lease agreements, loan arrangements, guarantees or service contracts. An entity is a VIE if (a) the entity lacks sufficient equity or (b) the entity's equity holders lack power or the obligation and right as equity holders to absorb the entity's expected losses or to receive its expected residual returns.
If an entity is determined to be a VIE, the entity must be consolidated by the primary beneficiary. The primary beneficiary is the holder of the variable interests that has the power to direct the activities of a VIE that (i) most significantly impact the VIE's economic performance and (ii) has the obligation to absorb losses of or the right to receive benefits from the VIE that could potentially be significant to the VIE. Therefore, the Company must identify which activities most significantly impact the VIE's economic performance and determine whether it, or another party, has the power to direct those activities.
Airport Leases. United is the lessee of real property under long-term operating leases at a number of airports where we are also the guarantor of approximately $2.0 billion of tax-exempt special facilities revenue bonds and interest thereon as of December
93
31, 2022. These leases are typically with municipalities or other governmental entities, which are excluded from the consolidation requirements concerning a VIE. To the extent United's leases and related guarantees are with a separate legal entity other than a governmental entity, United is not the primary beneficiary because the lease terms are consistent with market terms at the inception of the lease and the lease does not include a residual value guarantee, fixed-price purchase option, or similar feature. See Note 12 of this report for more information regarding United's guarantee of the tax-exempt special facilities revenue bonds.
EETCs. United evaluated whether the pass-through trusts formed for its EETC financings, treated as either debt or aircraft operating leases, are VIEs required to be consolidated by United under applicable accounting guidance, and determined that the pass-through trusts are VIEs. Based on United's analysis as described below, United determined that it does not have a variable interest in the pass-through trusts.
The primary risk of the pass-through trusts is credit risk (i.e. the risk that United, the issuer of the equipment notes, may be unable to make its principal and interest payments). The primary purpose of the pass-through trust structure is to enhance the credit worthiness of United's debt obligation through certain bankruptcy protection provisions, a liquidity facility (in certain of the EETC structures) and improved loan-to-value ratios for more senior debt classes. These credit enhancements lower United's total borrowing cost. Pass-through trusts are established to receive principal and interest payments on the equipment notes purchased by the pass-through trusts from United and remit these proceeds to the pass-through trusts' certificate holders.
United does not invest in or obtain a financial interest in the pass-through trusts. Rather, United has an obligation to make interest and principal payments on its equipment notes held by the pass-through trusts. United does not intend to have any voting or non-voting equity interest in the pass-through trusts or to absorb variability from the pass-through trusts. Based on this analysis, the Company determined that it is not required to consolidate the pass-through trusts.
NOTE 12 - COMMITMENTS AND CONTINGENCIES    
Commitments. As of December 31, 2022, United had firm commitments to purchase aircraft from The Boeing Company ("Boeing") and Airbus S.A.S. ("Airbus") presented in the table below:
Scheduled Aircraft Deliveries
Aircraft TypeNumber of Firm
 Commitments (a)		20232024After 2024
787102 2 8 92 
737 MAX433 135 88 210 
A321neo70 12 31 27 
A321XLR50 — — 50 
A35045 — — 45 
(a) United also has options and purchase rights for additional aircraft.

The aircraft listed in the table above are scheduled for delivery through 2033. The amount and timing of the Company's future capital commitments could change to the extent that: (i) the Company and the aircraft manufacturers, with whom the Company has existing orders for new aircraft, agree to modify the contracts governing those orders; (ii) rights are exercised pursuant to the relevant agreements to modify the timing of deliveries; or (iii) the aircraft manufacturers are unable to deliver in accordance with the terms of those orders. Airbus notified United that eight Airbus A321neo aircraft scheduled for delivery in 2023, as shown in the table above, are now expected to deliver in 2024, and Boeing notified United that 37 Boeing 737 MAX aircraft scheduled for delivery in 2023, as shown in the table above, are now expected to deliver in 2024. Also, United estimates that an additional six Boeing 737 MAX aircraft scheduled for delivery in 2023, as shown in the table above, will deliver in 2024.
In December 2022, the Company entered into a confidential settlement with Boeing with respect to compensation for aircraft manufacturer delivery delays in 2020 through 2022 related to Boeing 787 aircraft. The compensation is in the form of credit memos to be issued at future dates upon the satisfaction of certain conditions. The Company is accounting for this settlement as a reduction to the cost basis of certain existing and future firm order Boeing 787 aircraft, which is expected to reduce future depreciation expense associated with these aircraft.
The table below summarizes United's commitments as of December 31, 2022, which include aircraft and related spare engines, aircraft improvements and all non-aircraft capital commitments (in billions):
94
2023$10.2 
20248.0 
20257.8 
20265.9 
20275.0 
After 202716.6 
$53.5 
Legal and Environmental. The Company has certain contingencies resulting from litigation and claims incident to the ordinary course of business. As of December 31, 2022, management believes, after considering a number of factors, including (but not limited to) the information currently available, the views of legal counsel, the nature of contingencies to which the Company is subject and prior experience, that its defenses and assertions in pending legal proceedings have merit and the ultimate disposition of any pending matter will not materially affect the Company's financial position, results of operations or cash flows. The Company records liabilities for legal and environmental claims when it is probable that a loss has been incurred and the amount is reasonably estimable. These amounts are recorded based on the Company's assessments of the likelihood of their eventual disposition.
During 2022, the Company recorded charges of $94 million as a result of a number of recent decisions that appear to impact the Company's ability to successfully assert, in certain cases, that federal law preempts state and local laws that conflict with union contracts and/or federal requirements.
Guarantees and Indemnifications. In the normal course of business, the Company enters into numerous real estate leasing and aircraft financing arrangements that have various guarantees included in the contracts. These guarantees are primarily in the form of indemnities under which the Company typically indemnifies the lessors and any tax/financing parties against liabilities that arise out of or relate to the use, operation or maintenance of the leased premises or financed aircraft. Currently, the Company believes that any future payments required under these guarantees or indemnities would be immaterial, as most liabilities and related indemnities are covered by insurance (subject to deductibles). Additionally, certain real estate leases include indemnities for any environmental liability that may arise out of or relate to the use of the leased premises.
As of December 31, 2022, United is the guarantor of approximately $2.0 billion in aggregate principal amount of tax-exempt special facilities revenue bonds and interest thereon. These bonds, issued by various airport municipalities, are payable solely from rentals paid under long-term agreements with the respective governing bodies. The leasing arrangements associated with these obligations are accounted for as operating leases recognized on the Company's consolidated balance sheet with the associated expense recorded on a straight-line basis over the expected lease term. The obligations associated with these tax-exempt special facilities revenue bonds are included in our lease commitments disclosed in Note 10 of this report. All of these bonds are due between 2023 and 2041.
As of December 31, 2022, United is the guarantor of $92 million of aircraft mortgage debt issued by one of United's regional carriers. The aircraft mortgage debt is subject to similar increased cost provisions as described below for the Company's debt, and the Company would potentially be responsible for those costs under the guarantees.
As of December 31, 2022, United had $377 million of surety bonds securing various insurance related obligations with expiration dates through 2027.
Increased Cost Provisions. In United's financing transactions that include loans in which United is the borrower, United typically agrees to reimburse lenders for any reduced returns with respect to the loans due to any change in capital requirements and, in the case of loans with respect to which the interest rate is based on LIBOR or SOFR, for certain other increased costs that the lenders incur in carrying these loans as a result of any change in law, subject, in most cases, to obligations of the lenders to take certain limited steps to mitigate the requirement for, or the amount of, such increased costs. At December 31, 2022, the Company had $12.9 billion of floating rate debt with remaining terms of up to 12 years that are subject to these increased cost provisions. In several financing transactions involving loans or leases from non-U.S. entities, with remaining terms of up to 12 years and an aggregate balance of $9.8 billion, the Company bears the risk of any change in tax laws that would subject loan or lease payments thereunder to non-U.S. entities to withholding taxes, subject to customary exclusions.
Fuel Consortia. United participates in numerous fuel consortia with other air carriers at major airports to reduce the costs of fuel distribution and storage. Interline agreements govern the rights and responsibilities of the consortia members and provide for the allocation of the overall costs to operate the consortia based on usage. The consortia (and in limited cases, the participating carriers) have entered into long-term agreements to lease certain airport fuel storage and distribution facilities that
95
are typically financed through tax-exempt bonds, either special facilities lease revenue bonds or general airport revenue bonds, issued by various local municipalities. In general, each consortium lease agreement requires the consortium to make lease payments in amounts sufficient to pay the maturing principal and interest payments on the bonds. As of December 31, 2022, approximately $2.5 billion principal amount of such bonds was secured by significant fuel facility leases in which United participates, as to which United and each of the signatory airlines has provided indirect guarantees of the debt. As of December 31, 2022, the Company's contingent exposure was approximately $400 million principal amount of such bonds based on its recent consortia participation. The Company's contingent exposure could increase if the participation of other air carriers decreases. The guarantees will expire when the tax-exempt bonds are paid in full, which ranges from 2023 to 2056. The Company concluded it was not necessary to record a liability for these indirect guarantees.
Regional Capacity Purchase. As of December 31, 2022, United had 255 call options to purchase regional jet aircraft being operated by certain of its regional carriers with contract dates extending until 2029. These call options are exercisable upon wrongful termination or breach of contract, among other conditions.
Credit Card Processing Agreements. The Company has agreements with financial institutions that process customer credit card transactions for the sale of air travel and other services. Under certain of the Company's credit card processing agreements, the financial institutions in certain circumstances have the right to require that the Company maintain a reserve equal to a portion of advance ticket sales that has been processed by that financial institution, but for which the Company has not yet provided the air transportation. Such financial institutions may require additional cash or other collateral reserves to be established or additional withholding of payments related to receivables collected if the Company does not maintain certain minimum levels of unrestricted cash, cash equivalents and short-term investments (collectively, "Unrestricted Liquidity"). The Company's current level of Unrestricted Liquidity is substantially in excess of these minimum levels.
Labor Negotiations. As of December 31, 2022, United, including its subsidiaries, had approximately 92,800 employees. Approximately 84% of United's employees were represented by various U.S. labor organizations. In November 2022, United dispatchers represented by the Professional Airline Flight Control Association voted to ratify a two-year contract extension. Also, in January 2023, United and the International Brotherhood of Teamsters ratified an extension to its labor contract covering the Company's more than 8,000 technicians and related employees. The agreement becomes amendable in December 2024 and includes a one-year early opener that allows for bargaining on a successor agreement to begin in December 2023.
96
NOTE 13 - SPECIAL CHARGES (CREDITS)
For the years ended December 31, operating and nonoperating special charges (credits) and unrealized (gains) losses on investments in the statements of consolidated operations consisted of the following (in millions):
Operating:202220212020
CARES Act grant$— $(4,021)$(3,536)
Severance and benefit costs— 438575 
Impairment of assets— 97 318 
(Gains) losses on sale of assets and other special charges140 119 27 
Total operating special charges (credits)140 (3,367)(2,616)
Nonoperating unrealized (gains) losses on investments, net(20)34 194 
Nonoperating debt extinguishment and modification fees7 50 — 
Nonoperating special termination benefits and settlement losses— 31 687 
Nonoperating credit loss on BRW Term Loan and related guarantee— — 697 
Total nonoperating special charges and unrealized (gains) losses on investments, net(13)115 1,578 
Total operating and nonoperating special charges (credits) and unrealized (gains) losses on investments, net127 (3,252)(1,038)
Income tax expense (benefit), net of valuation allowance(33)728 404 
Total operating and nonoperating special charges (credits) and unrealized (gains) losses on investments, net of income taxes$94 $(2,524)$(634)
2022
(Gains) losses on sale of assets and other special charges. During 2022, the Company recorded $140 million of net charges primarily comprised of $94 million for various legal matters and $23 million related to certain contract disputes. See Note 12 of this report for a discussion of the legal matters.
Nonoperating unrealized (gains) losses on investments, net. During 2022, the Company recorded gains of $20 million primarily for the change in the market value of its investments in equity securities.
Nonoperating debt extinguishment and modification fees. During 2022, the Company recorded $7 million of charges primarily related to the early redemption of $400 million of its outstanding principal amount of the 4.25% senior notes due 2022.
2021
CARES Act grant. During 2021, the Company received approximately $5.8 billion in funding pursuant to the Payroll Support Program agreements under the CARES Act (the "PSP2 and PSP3 Agreements"), which included approximately $1.7 billion aggregate principal amount of unsecured promissory notes. The Company recorded $4.0 billion as grant income in Special charges (credits). The Company also recorded $99 million for the PSP2 Warrants and PSP3 Warrants issued to Treasury as part of the PSP2 and PSP3 Agreements, within stockholders' equity, as an offset to the grant income.
Severance and benefit costs. During 2021, the Company recorded $438 million of charges related to pay continuation and benefits-related costs provided to employees who chose to voluntarily separate from the Company. The Company offered, based on employee group, age and completed years of service, pay continuation, health care coverage, and travel privileges. Approximately 4,500 employees elected to voluntarily separate from the Company.
Impairment of assets. During 2021, the Company recorded the following impairment charges:
•$61 million, primarily comprised of impairment charges for 13 Airbus A319 aircraft and 13 Boeing 737-700 airframes as a result of the then-current market conditions for used aircraft, along with charges for cancelled induction projects related to these aircraft.
•$36 million of impairments related to 64 Embraer EMB 145LR aircraft and related spare engines that United retired from its regional fleet. The decision to retire these aircraft was triggered by the United Next aircraft order.
(Gains) losses on sale of assets and other special charges. During 2021, the Company recorded net charges of $119 million primarily related to a one-time bonus paid to employees for their continued efforts during the COVID-19 pandemic, incentives
97
for its employees to receive a COVID-19 vaccination and the termination of the lease associated with three floors of its headquarters at the Willis Tower in Chicago, partially offset by gains primarily related to the sale of its former headquarters in suburban Chicago, aircraft sale-leaseback transactions and aircraft component manufacturer credits.
Nonoperating unrealized (gains) losses on investments, net. During 2021, the Company recorded losses of $34 million primarily for the change in the market value of its investments in equity securities.
Nonoperating debt extinguishment and modification fees. During 2021, the Company recorded $50 million of charges for fees and discounts related to the issuance of a new term loan and revolving credit facility and the prepayment of a CARES Act loan and a 2017 term loan and revolving credit facility.
Nonoperating special termination benefits and settlement losses. During 2021, as part of the first quarter voluntary leave programs, the Company recorded $31 million of special termination benefits in the form of additional subsidies for retiree medical costs for certain U.S.-based front-line employees. The subsidies were in the form of a one-time contribution to a notional Retiree Health Account of $125,000 for full-time employees and $75,000 for part-time employees. See Note 7 of this report for additional information.
2020
CARES Act grant. During 2020, the Company received approximately $5.1 billion in funding pursuant to the Payroll Support Program under the CARES Act, which consisted of a $3.6 billion grant and a $1.5 billion unsecured loan. The Company recorded $3.5 billion as grant income in Special charges (credits). The Company also recorded $66 million for warrants issued to Treasury, within stockholders' equity, as an offset to the grant income.
Severance and benefit costs. During 2020, the Company recorded $575 million related to its workforce reduction and voluntary plans for employee severance, pay continuance from voluntary retirements and benefits-related costs.
Impairment of assets. During 2020, the Company recorded the following impairment charges:
•$130 million for its China routes which were primarily caused by the COVID-19 pandemic, the Company's subsequent suspension of flights to China and a further delay in the expected return of full capacity to the China markets.
•$94 million related to 11 permanently-grounded Boeing 757-200 aircraft and the related engines and spare parts.
•$38 million related to the right-of-use assets associated with the embedded aircraft leases in one of the Company's CPAs. This impairment was primarily due to the impact to cash flows from the pandemic and the relatively short remaining term under the CPA.
•$56 million related to various cancelled facility, aircraft induction and information technology capital projects. The decisions driving these impairments were the result of the COVID-19 pandemic's impact on the Company's operations.
(Gains) losses on sale of assets and other special charges. During 2020, the Company recorded losses on certain asset sales and charges for legal reserves, partially offset by gains on aircraft sale-leaseback transactions.
Nonoperating unrealized gains (losses) on investments, net. During 2020, the Company recorded losses of $194 million primarily for changes in the fair value of its investments in equity securities.
Nonoperating special termination benefits and settlement losses. During 2020, the Company recorded $687 million of settlement losses related to the Company's primary defined benefit pension plan covering certain U.S. non-pilot employees, and special termination benefits offered, under voluntary leave programs. See Note 7 of this report for additional information.
Nonoperating credit loss on BRW Term Loan and related guarantee. During 2020, the Company recorded a $697 million expected credit loss allowance for the Company's Term Loan Agreement (the "BRW Term Loan"), with, among others, BRW Aviation Holding LLC and BRW Aviation LLC, and the related guarantee.
98
ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.

ITEM 9A.    CONTROLS AND PROCEDURES
Evaluation of Disclosure Control and Procedures
UAL and United each maintain controls and procedures that are designed to ensure that information required to be disclosed in the reports filed or submitted by UAL and United to the SEC is recorded, processed, summarized and reported, within the time periods specified by the SEC's rules and forms, and is accumulated and communicated to management including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The management of UAL and United, including the Chief Executive Officer and Chief Financial Officer, performed an evaluation to conclude with reasonable assurance that UAL's and United's disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act") were designed and operating effectively to report the information each company is required to disclose in the reports they file with the SEC on a timely basis. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer of UAL and United have concluded that as of December 31, 2022, disclosure controls and procedures were effective.
Management's Reports on Internal Control Over Financial Reporting
UAL and United Management's Reports on Internal Control Over Financial Reporting are included herein.
Ernst & Young LLP, an independent registered public accounting firm, has audited the Company's financial statements included in this Form 10-K and issued its report on the effectiveness of the Company's internal control over financial reporting as of December 31, 2022, which is included herein.
Changes in Internal Control over Financial Reporting during the Quarter Ended December 31, 2022
During the three months ended December 31, 2022, there was no change in UAL's or United's internal control over financial reporting that materially affected, or is reasonably likely to materially affect, their internal control over financial reporting.
99

Report of Independent Registered Public Accounting Firm

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

Opinion on Internal Control Over Financial Reporting
We have audited United Airlines Holdings, Inc.'s (the "Company") internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the "COSO criteria"). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the 2022 consolidated financial statements and our report dated February 16, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Reports on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


/s/ Ernst & Young LLP


Chicago, Illinois
February 16, 2023


100

United Airlines Holdings, Inc. Management Report on Internal Control Over Financial Reporting
February 16, 2023
To the Stockholders of United Airlines Holdings, Inc.
Chicago, Illinois
The management of United Airlines Holdings, Inc. ("UAL") is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the design and operating effectiveness of our internal control over financial reporting as of December 31, 2022. In making this assessment, management used the framework set forth in Internal Control—Integrated Framework (2013 Framework) issued by the Committee of the Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our internal control over financial reporting was effective as of December 31, 2022.
Our independent registered public accounting firm, Ernst & Young LLP, who audited UAL's consolidated financial statements included in this Form 10-K, has issued a report on UAL's internal control over financial reporting, which is included herein.

United Airlines, Inc. Management Report on Internal Control Over Financial Reporting
February 16, 2023
To the Stockholder of United Airlines, Inc.
Chicago, Illinois
The management of United Airlines, Inc. ("United") is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). United's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, United's internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of management, including United's Chief Executive Officer and Chief Financial Officer, United conducted an evaluation of the design and operating effectiveness of its internal control over financial reporting as of December 31, 2022. In making this assessment, management used the framework set forth in Internal Control—Integrated Framework (2013 Framework) issued by the Committee of the Sponsoring Organizations of the Treadway Commission. Based on this evaluation, United's Chief Executive Officer and Chief Financial Officer concluded that its internal control over financial reporting was effective as of December 31, 2022.
This annual report does not include an attestation report of United's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by United's registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit United to provide only management's report in this annual report.
101
ITEM 9B.    OTHER INFORMATION.
None.
ITEM 9C.    DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
PART III
ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Reference is made to the 2023 Proxy Statement with respect to information about UAL's directors and corporate governance, which is incorporated herein by reference and made a part hereof in response to the information required by Item 10 with respect to UAL.
The information required by Item 10 with respect to UAL's and United's executive officers has been included in Part I of this Form 10-K under the caption "Information about Our Executive Officers" and is incorporated herein by reference and made a part hereof in response to the information required by Item 10 with respect to UAL.
Reference is made to the 2023 Proxy Statement with respect to UAL's non-compliance with Section 16(a) of the Exchange Act, if applicable, which is incorporated herein by reference and made a part hereof in response to the information required by Item 10 with respect to UAL.
Code of Ethics. The Company has a code of ethics, the "Code of Ethics and Business Conduct," for its directors, officers and employees. The code serves as a "Code of Ethics" as defined by SEC regulations, and as a "Code of Conduct" under Nasdaq Listing Rule 5610. The code is available on the Company's investor relations website at ir.united.com. Waivers granted to certain officers from compliance with or future amendments to the code will be disclosed on the Company's investor relations website in accordance with Item 5.05 of Form 8-K.
Information required by this item with respect to United is omitted pursuant to General Instruction I(2)(c) of Form 10-K.

ITEM 11.    EXECUTIVE COMPENSATION.
Reference is made to the 2023 Proxy Statement with respect to information about UAL's executive and director compensation and certain related matters, which is incorporated herein by reference and made a part hereof in response to the information required by Item 11 with respect to UAL.
Information required by this item with respect to United is omitted pursuant to General Instruction I(2)(c) of Form 10-K. 

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
Reference is made to the 2023 Proxy Statement with respect to the security ownership of certain beneficial owners and management and certain equity compensation plan information, which is incorporated herein by reference and made a part hereof in response to the information required by Item 12 with respect to UAL.
Information required by this item with respect to United is omitted pursuant to General Instruction I(2)(c) of Form 10-K.

ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Reference is made to the 2023 Proxy Statement with respect to information about certain relationships and related transactions and director independence, which is incorporated herein by reference and made a part hereof in response to the information required by Item 13 with respect to UAL.
Information required by this item with respect to United is omitted pursuant to General Instruction I(2)(c) of Form 10-K.
102
ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The Audit Committee of the UAL Board of Directors (the "Audit Committee") has adopted a policy on pre-approval of services of the Company's independent registered public accounting firm. As a wholly-owned subsidiary of UAL, United's audit services are determined by UAL. The policy provides that the Audit Committee shall pre-approve all audit and non-audit services to be provided to UAL and its subsidiaries and affiliates by its independent auditors. The process by which this is carried out is as follows:
For recurring services, the Audit Committee reviews and pre-approves the independent registered public accounting firm's annual audit services in conjunction with the annual appointment of the outside auditors. The reviewed materials include a description of the services along with related fees. The Audit Committee also reviews and pre-approves other classes of recurring services along with fee thresholds for pre-approved services. In the event that the additional services are required prior to the next scheduled Audit Committee meeting, pre-approvals of additional services follow the process described below.
Any requests for audit, audit-related, tax and other services not contemplated with the recurring services approval described above must be submitted to the Audit Committee for specific pre-approval and services cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings. However, the authority to grant specific preapproval between meetings, as necessary, has been delegated to the Chair of the Audit Committee. The Chair must update the Audit Committee at the next regularly scheduled meeting of any services that were granted specific pre-approval.
On a periodic basis, the Audit Committee reviews the status of services and fees incurred year-to-date and a list of newly pre-approved services since its last regularly scheduled meeting. The Audit Committee has considered whether the 2022 and 2021 non-audit services provided by Ernst & Young LLP (PCAOB ID No. 42), the Company's independent registered public accounting firm, are compatible with maintaining auditor independence and concluded that such services were compatible with maintaining Ernst & Young LLP's independence.
All of the services in 2022 and 2021 under the Audit Fees, Audit Related Fees, Tax Fees and All Other Fees categories below have been approved by the Audit Committee pursuant to paragraph (c)(7) of Rule 2-01 of Regulation S-X of the Exchange Act.
The aggregate fees billed for professional services rendered by the Company's independent auditors in 2022 and 2021 are as follows (in thousands):
Service20222021
Audit Fees$4,315 $4,477 
Audit-Related Fees50 — 
Tax Fees138 37 
Total Fees$4,503 $4,514 
Audit Fees. For 2022 and 2021, audit fees consist primarily of the audit and quarterly reviews of the consolidated financial statements and the audit of the effectiveness of internal control over financial reporting of the Company and its wholly-owned subsidiaries. Audit fees also include the audit of the consolidated financial statements of United Airlines, attestation services required by statute or regulation, comfort letters, consents, assistance with and review of documents filed with the SEC, and accounting and financial reporting consultations and research work necessary to comply with generally accepted auditing standards.
Audit-Related Fees. For 2022, fees for audit-related services primarily consisted of assessments of climate-related disclosures.
Tax Fees. Tax fees for 2022 and 2021 relate to professional services provided for research and consultations regarding tax accounting and tax compliance matters and review of U.S. and international tax impacts of certain transactions, exclusive of tax services rendered in connection with the audit.



103
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a)List of documents filed as part of this report:
(1)
Financial Statements. The financial statements required by this item are listed in Part II, Item 8, Financial Statements and Supplementary Data herein.
(2)
Financial Statement Schedules. The financial statement schedule required by this item is listed below and included in this report after the signature page hereto.
 Schedule II-Valuation and Qualifying Accounts for the years ended December 31, 2022, 2021 and 2020.
All other schedules are omitted because they are not applicable, not required or the required information is shown in the consolidated financial statements or notes thereto.
(b)
Exhibits. The exhibits required by this item are provided in the Exhibit Index.

ITEM 16. FORM 10-K SUMMARY.

None.

EXHIBIT INDEX
Exhibit No.RegistrantExhibit
Articles of Incorporation and Bylaws
3.1UAL
3.2UAL
3.3UAL
3.4United
3.5United
Instruments Defining Rights of Security Holders, Including Indentures
4.1UAL
United
4.2UAL
United
104
4.3UAL
United
4.4UAL
United
4.5UAL
United
4.6UAL
United
4.7UAL
United
4.8UAL
United
4.9UAL
United
4.10UAL
United
4.11UAL
United
4.12UAL
4.13UAL
United
4.14UAL
United
4.15UAL
4.16UAL
4.17UAL
105
4.18UAL
United
4.19UAL
4.20UAL
4.21UAL
United
4.22UAL
United
4.23UAL
United
4.24UAL
United
4.25UAL
United
4.26UAL
United
4.27UAL
4.28UAL
4.29UAL
United
Material Contracts
†10.1UAL
†10.2UAL
106
†10.3UAL
United
†10.4UAL
United
†10.5UAL
†10.6UAL
†10.7UAL
†10.8UAL
†10.9UAL
†10.10UAL
†10.11UAL
†10.12UAL
†10.13UAL
†10.14UAL
†10.15UAL
†10.16UAL
107
†10.17UAL
†10.18UAL
†10.19UAL
†10.20UAL
†10.21UAL
†10.22UAL
†10.23UAL
†10.24UAL
†10.25UAL
†10.26UAL
†10.27UAL
†10.28UAL
†10.29UAL
†10.30UAL
108
†10.31UAL
^10.32UAL
United
^10.33UAL
United
^10.34UAL
United
^10.35UAL
United
^10.36UAL
United
^10.37UAL
United
^10.38UAL
United
^10.39UAL
United
^10.40UAL
United
^10.41UAL
United
^10.42UAL
United
^10.43UAL
United
109
^10.44UAL
United
^10.45UAL
United
^10.46UAL
United
^10.47UAL
United
^10.48UAL
United
^10.49UAL
United
^10.50UAL
United
^10.51UAL
United
^10.52UAL
United
^10.53UAL
United
^10.54UAL
United
^10.55UAL
United
^10.56UAL
United
110
^10.57UAL
United
^10.58UAL
United
^10.59UAL
United
^10.60UAL
United
^10.61UAL
United
^10.62UAL
United
^10.63UAL
United
^10.64UAL
United
^10.65UAL
United
^10.66UAL
United
^10.67UAL
United
^10.68UAL
United
^10.69UAL
United
^10.70UAL
United
111
^10.71UAL
United
^10.72UAL
United
^10.73UAL
United
^10.74UAL
United
^10.75UAL
United
^10.76UAL
United
^10.77UAL
United
^10.78UAL
United
^10.79UAL
United
^10.80UAL
United
^10.81UAL
United
^10.82UAL
United
^10.83UAL
United
^10.84UAL
United
112
^10.85UAL
United
^10.86UAL
United
^10.87UAL
United
^10.88UAL
United
^10.89UAL
United
^10.90UAL
United
^10.91UAL
United
^10.92UAL
United
^10.93UAL
United
^10.94UAL
United
^10.95UAL
United
^10.96UAL
United
^10.97UAL
United
^10.98UAL
United
^10.99UAL
United
^10.100UAL
United
^10.101UAL
United
113
^10.102UAL
United
^10.103UAL
United
^10.104UAL
United
^10.105UAL
United
^10.106UAL
United
10.107UAL
United
10.108UAL
United
10.109UAL
United
10.110UAL
United
*10.111UAL
United
10.112UAL
United
*10.113UAL
United
Restatement Agreement, dated as of November 6, 2020, to that certain Loan and Guarantee Agreement, dated as of September 28, 2020, among United Airlines, Inc., United Airlines Holdings, Inc., the guarantors party thereto from time to time, The United States Department of the Treasury, as initial lender, and the Bank of New York Mellon, as administrative agent and collateral agent (and including the Loan and Guarantee Agreement dated as of September 28, 2020, and as amended and restated as of November 6, 2020, among United Airlines, Inc., as Borrower, the guarantors party thereto from time to time, The United States Department of the Treasury and The Bank of New York Mellon, as administrative agent) (filed as Exhibit 10.73 to UAL's Form 10-K for the year ended December 31, 2020 and incorporated herein by reference)
114
10.114UAL
United
10.115UAL
United
10.116UAL
United
10.117UAL
United
10.118UAL
United
10.119UAL
United
List of Subsidiaries
21UAL
United
Consents of Experts and Counsel
23.1UAL
23.2United
Rule 13a-14(a)/15d-14(a) Certifications
31.1UAL
31.2UAL
31.3United
115
31.4United
Section 1350 Certifications
32.1UAL
32.2United
Interactive Data File
101UAL
United
The following financial statements from the combined Annual Report of UAL and United on Form 10-K for the year ended December 31, 2022, formatted in Inline XBRL: (i) Statements of Consolidated Operations, (ii) Statements of Consolidated Comprehensive Income (Loss), (iii) Consolidated Balance Sheets, (iv) Statements of Consolidated Cash Flows, (v) Statements of Consolidated Stockholders' Equity (Deficit) and (vi) Combined Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
104UAL
United		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

†    Indicates management contract or compensatory plan or arrangement. Pursuant to Item 601(b)(10), United is permitted to omit certain compensation-related exhibits from this report and therefore only UAL is identified as the registrant for purposes of those items.
^    Portions of the referenced exhibit have been omitted pursuant to Item 601(b) of Regulation S-K.
*    Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be furnished on a supplemental basis to the Securities and Exchange Commission upon request.



116
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 UNITED AIRLINES HOLDINGS, INC.
UNITED AIRLINES, INC.
(Registrants)
By:/s/ Gerald Laderman
 Gerald Laderman
Executive Vice President and Chief Financial Officer
Date:February 16, 2023


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of United Airlines Holdings, Inc. and in the capacities and on the date indicated.
 
117
Signature                     Capacity                         
  
/s/ J. Scott KirbyChief Executive Officer, Director
J. Scott Kirby(Principal Executive Officer)
  
/s/ Gerald LadermanExecutive Vice President and Chief Financial Officer
Gerald Laderman(Principal Financial Officer)
  
/s/ Chris KennyVice President and Controller
Chris Kenny(Principal Accounting Officer)
  
/s/ Carolyn CorviDirector
Carolyn Corvi 
/s/ Matthew FriendDirector
Matthew Friend
/s/ Barney HarfordDirector
Barney Harford
/s/ Michele J. HooperDirector
Michele J. Hooper 
/s/ Walter IsaacsonDirector
Walter Isaacson
118
/s/ Richard JohnsenDirector
Richard Johnsen
/s/ James A.C. KennedyDirector
James A.C. Kennedy
/s/ Edward M. PhilipDirector
Edward M. Philip
/s/ Edward L. ShapiroDirector
Edward L. Shapiro 
/s/ Garth ThompsonDirector
Garth Thompson
/s/ Laysha WardDirector
Laysha Ward
/s/ James M. WhitehurstDirector
James M. Whitehurst 


Date:February 16, 2023


























119
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of United Airlines, Inc. and in the capacities and on the date indicated.
Signature                     Capacity                         
  
/s/ J. Scott KirbyChief Executive Officer, Director
J. Scott Kirby(Principal Executive Officer)
  
/s/ Gerald LadermanExecutive Vice President and Chief Financial Officer, Director
Gerald Laderman(Principal Financial Officer)
  
/s/ Chris KennyVice President and Controller
Chris Kenny(Principal Accounting Officer)
  
/s/ Brett J. HartDirector
Brett J. Hart 
Date:February 16, 2023



120
Schedule II
Valuation and Qualifying Accounts
For the Years Ended December 31, 2022, 2021 and 2020 
(In millions)
 
Description
Balance at
Beginning of
Period		Additions
Charged to
Costs and
Expenses		DeductionsOtherBalance at
End of
Period
Allowance for credit losses - receivables:
2022$28 $22 $39 $— $11 
202178 3 53 — 28 
20209 70 16 15 78 
Obsolescence allowance—spare parts:
2022$546 $73 $9 $— $610 
2021478 79 11 — 546 
2020425 88 35 — 478 
Allowance for credit losses - notes receivable:
2022$622 $20 $539 $(82)$21 
2021522 1 — 99 622 
2020— 518 — 4 522 
Valuation allowance for deferred tax assets:
2022$210 $(10)$— $(1)$199 
2021247 (38)— 1 210 
202058 197 8 — 247 

121
 EX-4.29 2 ual_12312210kex429.htm EX-4.29 Document

Exhibit 4.29


DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES
EXCHANGE ACT OF 1934

United Airlines Holdings, Inc., (“UAL,” “we,” “us” or “our”) has two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our common stock, par value $0.01 per share (“Common Stock”), and the rights (each, a “Right” and, collectively, the “Rights”) to purchase from UAL one one-thousandth of a share of Series A Junior Participating Serial Preferred Stock, without par value (“Series A Preferred Stock”).

UAL is authorized to issue up to 1,000,000,000 shares of Common Stock and 250,000,000 shares of preferred stock, without par value (“Serial Preferred Stock”). UAL is also authorized to issue and has issued one share of Class Pilot MEC Junior Preferred Stock, par value $0.01 per share, and one share of Class IAM Junior Preferred Stock, par value $0.01 per share.

The general terms and provisions of our Common Stock and Rights are summarized below. It may not contain all the information that is important to you. For additional information, you should refer to the provisions of our Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), our Amended and Restated Bylaws (the “Bylaws”) and the Tax Benefits Preservation Plan, dated as of December 4, 2020 and as amended on January 21, 2021 (the “Tax Benefits Preservation Plan”), by and between UAL and Computershare Trust Company, N.A., as rights agent (and any successor agent, the “Rights Agent”), each of which is an exhibit to the Annual Report on Form 10-K to which this description is an exhibit and is incorporated herein by reference. Please also refer to the applicable provisions of the Delaware General Corporation Law (“DGCL”) for additional information.

DESCRIPTION OF COMMON STOCK
Listing

Our Common Stock is listed on The Nasdaq Stock Market LLC under the symbol “UAL.”

Dividends

The holders of shares of Common Stock will be entitled to receive dividends, if and when declared payable, from time to time by the UAL board of directors (the “Board”).

Liquidation

Upon any liquidation, dissolution or winding up of UAL, after all securities ranking prior to the Common Stock, including any shares of UAL’s Serial Preferred Stock, Class Pilot MEC Junior Preferred Stock and Class IAM Junior Preferred Stock, have been paid in full that to which they are entitled, the holders of the then outstanding shares of Common Stock will be entitled to receive, pro rata, the remaining assets of UAL available for distribution to its stockholders.

Voting Rights

    Each outstanding share of Common Stock will entitle the holder thereof to one vote on each matter submitted to a vote at a meeting of stockholders. At meetings of stockholders, holders of Common Stock vote together as a single class with holders of UAL’s Class Pilot MEC Junior Preferred Stock and Class IAM Junior Preferred Stock on all matters except the election of directors to the Board. Except as otherwise required by the Certificate of Incorporation, each director shall be elected by vote of a majority of the votes cast with respect to that director’s election. However, if the number of director nominees exceeds the number of directors to be elected at any meeting of stockholders as of the date that is 10 days prior to the date UAL files its definitive proxy statement with the SEC, then each director shall be elected by a plurality of the votes cast and entitled to vote on the election of directors. The affirmative vote of holders of shares of UAL’s capital stock representing a majority of the votes present in person or by proxy at the meeting and entitled to be cast on the matter will be required to approve any other matters.

Absence of Other Rights
4891-2031-3936v.1


Shares of Common Stock are not convertible into, or exchangeable for, any other class or series of capital stock. Holders of Common Stock have no preemptive or other rights to subscribe for or purchase additional securities of UAL. The Certificate of Incorporation contains no sinking fund provisions or redemption provisions with respect to the Common Stock. Shares of Common Stock are not subject to calls or assessments. No personal liability will attach to holders under the laws of the State of Delaware (UAL’s state of incorporation) or of the State of Illinois (the state in which UAL’s principal place of business is located). There is no classification of the Board.

DESCRIPTION OF PREFERRED STOCK PURCHASE RIGHTS

Rights to Purchase Preferred Stock

In connection with the Tax Benefits Preservation Plan, the Board declared a dividend of one Right to stockholders of record at the close of business on December 14, 2020 (the “Record Date”). Each Right entitles its holder, under the circumstances described below, to purchase from UAL one one-thousandth of a share of Series A Preferred Stock, at an exercise price of $250.00 per Right, subject to adjustment.

The Rights attach to any shares of Common Stock that were outstanding as of the Record Date or becomes outstanding after the Record Date and prior to the earlier of the Distribution Time (as defined below) and the Expiration Time (as defined below), and in certain other circumstances described in the Tax Benefits Preservation Plan.

Until the Distribution Time, the Rights are associated with Common Stock and evidenced by Common Stock certificates or, in the case of uncertificated shares of Common Stock, the book-entry account that evidences record ownership of such shares, which contains a notation incorporating the Tax Benefits Preservation Plan by reference, and the Rights are transferable with and only with the underlying shares of Common Stock.

Separation and Distribution of Rights; Exercisability

Subject to certain exceptions, the Rights become exercisable and trade separately from Common Stock only upon the “Distribution Time,” which occurs upon the earlier of:

• the close of business on the tenth (10th) day after the “Stock Acquisition Date” (which is defined as (a) the first date of public announcement that any person or group has become an “Acquiring Person,” which is defined as a person or group that, together with its affiliates and associates, beneficially owns 4.9% or more of the outstanding shares of Common Stock (with certain exceptions, including those described below) or (b) such other date, as determined by the Board, on which a person or group has become an Acquiring Person) or

• the close of business on the tenth (10th) business day (or such later date as may be determined by the Board prior to such time as any person or group becomes an Acquiring Person) after the commencement of a tender offer or exchange offer that, if consummated, would result in a person or group becoming an Acquiring Person.

The Board may determine that any person is an Acquiring Person if such person becomes the beneficial owner of 4.9% of the then-outstanding shares of Common Stock under the regulations promulgated under the Internal Revenue Code of 1986, as amended (the “Code”).

An Acquiring Person does not include:

• UAL or any subsidiary of UAL;

• any officer, director or employee of UAL or any subsidiary of UAL in his or her capacity as such;

• any employee benefit plan of UAL or of any subsidiary of UAL or any entity or trustee holding (or acting in a fiduciary capacity in respect of) shares of capital stock of UAL for or pursuant to the terms of any such plan or for the purpose of funding other employee benefits for employees of UAL or any subsidiary of UAL;

• any person or group, together with its affiliates and associates, whose beneficial ownership of 4.9% or more of the then-outstanding shares of Common Stock will not jeopardize or endanger the availability to
2


UAL of any net operating loss (“NOL”) or other tax attribute, as determined by the Board in its sole discretion prior to the time any person becomes an Acquiring Person (provided that such person will be an Acquiring Person if the Board subsequently makes a contrary determination in its sole discretion, regardless of the reason for such contrary determination); or

• any person or group that, together with its affiliates and associates, as of immediately prior to the first public announcement of the adoption of the Tax Benefits Preservation Plan, beneficially owns 4.9% or more of the outstanding shares of Common Stock so long as such person or group continues to beneficially own at least 4.9% of the outstanding shares of Common Stock and does not acquire shares of Common Stock to beneficially own an amount equal to or greater than the greater of 4.9% and the sum of the lowest beneficial ownership of such person or group since the public announcement of the adoption of the Tax Benefits Preservation Plan plus one share of Common Stock.

In addition, the Tax Benefits Preservation Plan provides that no person or group will become an Acquiring Person as a result of share purchases or issuances directly from UAL or through an underwritten offering approved by the Board. Also, a person or group will not be an Acquiring Person if the Board determines that such person or group has become an Acquiring Person inadvertently and such person or group as promptly as practicable divests a sufficient number of shares so that such person or group would no longer be an Acquiring Person. There are also certain exceptions for an “investment advisor” to mutual funds or a trustee of trusts qualified under Section 401(a) of the Code sponsored by unrelated corporations, unless the Board determines, in its reasonable discretion, that such investment advisor or trustee is deemed to beneficially own 4.9% or more of the shares of Common Stock then outstanding under specified regulations promulgated under the Code.

Certain synthetic interests in securities created by derivative positions, whether or not such interests are considered to be ownership of the underlying Common Stock or are reportable for purposes of Regulation 13D of the Exchange Act are treated as beneficial ownership of the number of shares of Common Stock equivalent to the economic exposure created by the derivative position, to the extent actual shares of Common Stock are directly or indirectly held by counterparties to the derivatives contracts. In addition, for purposes of the Tax Benefits Preservation Plan, a person or group is deemed to beneficially own shares that such person is deemed to directly, indirectly or constructively own (as determined for purposes of Section 382 of the Code or the regulations promulgated under the Code), and Warrants and Warrant Shares (as each is defined in the Warrant Agreement, dated as of April 20, 2020, between UAL and the United States Department of the Treasury, the Warrant Agreement, dated as of September 28, 2020, between UAL and the United States Department of the Treasury, and the Warrant Agreement, dated as of January 15, 2021, between UAL and the United states Department of the Treasury) are disregarded for purposes of determining beneficial ownership.

Expiration Time

The Rights will expire on the earliest to occur of (a) the close of business on December 4, 2023 (the “Final Expiration Time”), (b) the time at which the Rights are redeemed or exchanged by UAL (as described below), (c) the close of business on the first business day following the certification of the voting results of UAL’s 2021 annual meeting of stockholders, if stockholder approval of the Tax Benefits Preservation Plan has not been obtained at such meeting, (d) upon the closing of any merger or other acquisition transaction involving UAL pursuant to a merger or other acquisition agreement that has been approved by the Board before any person or group becomes an Acquiring Person or (e) the time at which the Board determines that the NOLs and certain other tax attributes are utilized in all material respects or that an ownership change under Section 382 of the Code would not adversely impact in any material respect the time period in which UAL could use the NOLs and other tax attributes or materially impair the amount of NOLs and other tax attributes that could be used by UAL in any particular time period, for applicable tax purposes (the earliest of (a), (b), (c), (d) and (e) being herein referred to as the “Expiration Time”).

Flip-in Event

In the event that any person or group (other than certain exempt persons) becomes an Acquiring Person (a “Flip-in Event”), each holder of a Right (other than such Acquiring Person, any of its affiliates or associates or certain transferees of such Acquiring Person or of any such affiliate or associate, whose Rights automatically become null and void) will have the right to receive, upon exercise, Common Stock having a value equal to two times the exercise price of the Right.

For example, at an exercise price of $250.00 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following a Flip-in Event would entitle its holder to purchase $500.00 worth of Common Stock for $250.00. Assuming that Common Stock had a per share value of $50.00 at that time, the holder of each valid Right would be entitled to purchase ten shares of Common Stock for $250.00.

3


Flip-over Event

In the event that, at any time following the Stock Acquisition Date, any of the following occurs (each, a “Flip-over Event”):

• UAL consolidates with, or merges with and into, any other entity, and UAL is not the continuing or surviving entity;

• any entity engages in a share exchange with or consolidates with, or merges with or into, UAL, and UAL is the continuing or surviving entity and, in connection with such share exchange, consolidation or merger, all or part of the outstanding shares of Common Stock are changed into or exchanged for stock or other securities of any other entity or cash or any other property; or

• UAL sells or otherwise transfers, in one transaction or a series of related transactions, 50% or more of UAL’s assets, cash flow or earning power, each holder of a Right (except Rights which previously have been voided as described above) will have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right.

Preferred Stock Provisions

Each share of Series A Preferred Stock, if issued: will not be redeemable, will entitle the holder thereof, when, as and if declared, to quarterly dividend payments equal to the greater of $1,000 per share and 1,000 times the amount of all cash dividends plus 1,000 times the amount of non-cash dividends or other distributions paid on one share of Common Stock, will entitle the holder thereof to receive $1,000 plus accrued and unpaid dividends per share upon liquidation and, if shares of Common Stock are exchanged via merger, consolidation or a similar transaction, will entitle the holder thereof to a per share payment equal to the payment made on 1,000 shares of Common Stock.

Anti-Dilution Adjustments

The exercise price payable, and the number of shares of Series A Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution:

• in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Series A Preferred Stock,

• if holders of the Series A Preferred Stock are granted certain rights, options or warrants to subscribe for Series A Preferred Stock or convertible securities at less than the current market price of the Series A Preferred Stock or

• upon the distribution to holders of the Series A Preferred Stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above).

With certain exceptions, no adjustment in the exercise price will be required until cumulative adjustments amount to at least 1% of the exercise price. No fractional shares of Series A Preferred Stock will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Series A Preferred Stock on the last trading day prior to the date of exercise.

Redemption; Exchange

At any time prior to the earlier of (i) the close of business on the tenth (10th) day following the Stock Acquisition Date or (ii) the Final Expiration Time, UAL may redeem the Rights in whole, but not in part, at a price of $0.001 per Right (subject to adjustment and payable in cash, Common Stock or other consideration deemed appropriate by the Board). Immediately upon the action of the Board authorizing any redemption or at such later time as the Board may establish for the effectiveness of the redemption, the Rights will terminate and the only right of the holders of Rights will be to receive the redemption price.

At any time after any Acquiring Person, together with all of its affiliates and associates, becomes the beneficial owner of fifty percent (50%) or more of the outstanding shares of Common Stock, UAL may exchange the Rights (other than Rights owned by the Acquiring Person, any of its affiliates or associates or certain transferees
4


of Acquiring Person or of any such affiliate or associate, whose Rights will have become null and void), in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a share of Series A Preferred Stock (or of a share of a class or series of Serial Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment).

Exemption Requests

A person desiring to effect a transaction that might result in such person becoming a beneficial owner of 4.9% or more of the then-outstanding shares of Common Stock may, by following the procedures outlined in the Tax Benefits Preservation Plan, request that the Board determine that such person would not be an Acquiring Person. In such case, the Board may grant the exemption notwithstanding the effect on UAL’s NOLs and other tax attributes, if the Board determines that such approval is in the best interests of UAL. The Board may impose any conditions that it deems reasonable and appropriate in connection with any such determination, including restrictions on the ability of the requesting person to transfer shares acquired by it in the transaction requiring approval.

Amendment of the Tax Benefits Preservation Plan

UAL and the Rights Agent may from time to time amend or supplement the Tax Benefits Preservation Plan without the consent of the holders of the Rights. However, on or after the Stock Acquisition Date, no amendment can materially adversely affect the interests of the holders of the Rights (other than the Acquiring Person, any of its affiliates or associates or certain transferees of Acquiring Person or of any such affiliate or associate).

Miscellaneous

While the distribution of the Rights is not taxable to stockholders or to UAL, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) or for common stock of the acquiring company or in the event of the redemption of the Rights as described above.

FOREIGN OWNERSHIP LIMITATION

The Certificate of Incorporation limits the total number of shares of equity securities held by all persons who fail to qualify as citizens of the United States to having no more than 24.9% of the voting power of all outstanding equity securities of UAL.

CERTAIN ANTI-TAKEOVER EFFECTS

General. Certain provisions of our Certificate of Incorporation, our Bylaws, the Tax Benefits Preservation Plan and the DGCL could make it more difficult to consummate an acquisition of control of us by means of a tender offer, a proxy fight, open market purchases or otherwise in a transaction not approved by our Board. The summary of the provisions set forth below does not purport to be complete and is qualified in its entirety by reference to our Certificate of Incorporation, our Bylaws, the Tax Benefits Preservation Plan and the DGCL.

Undesignated Preferred Stock. Our ability to issue undesignated Serial Preferred Stock makes it possible for the Board to issue Serial Preferred Stock with super voting, dividend or other special rights or preferences on a discriminatory basis that could impede the success of any attempt to acquire UAL. This may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control or management of UAL.

No Stockholder Action by Written Consent. The Certificate of Incorporation provides that any action required or permitted to be taken by UAL stockholders must be effected at a duly called annual or special meeting of stockholders and may not be effected by consent in writing by such stockholders.

Limitations on Stockholder Rights to Call Special Meetings. The Bylaws provide that special meetings of the stockholders may be called only (i) by both the Chief Executive Officer and the Chairperson of the Board, (ii) by the Board or (iii) subject to certain requirements set forth in the Bylaws, by the Secretary, upon the written request of one or more stockholders of record of UAL that together have continuously held, for their own account or on behalf of others, beneficial ownership of at least a 25% aggregate “net long position” (as defined in the Bylaws) of the outstanding shares of Common Stock for at least one year prior to the date such request is delivered to UAL.

Requirements for Advance Notification of Stockholder Meetings, Nominations and Proposals; Meeting Procedures. The Bylaws establish advance notice procedures with respect to stockholder proposals for annual meetings and the nomination of candidates for election as directors to the Board (other than nominations pursuant to
5


the terms of the Class Pilot MEC Junior Preferred Stock, the Class IAM Junior Preferred Stock or nominations made by or at the direction of the Board or a committee of the Board). In order for any matter to be “properly brought” before a meeting, a stockholder will have to comply with advance notice requirements and provide UAL with certain information. Under the Bylaws, the Board may also adopt rules, regulations and procedures for the conduct of stockholder meetings as the Board deems appropriate, and except to the extent inconsistent with such rules, regulations and procedures adopted by the Board, the person presiding at any meeting of stockholders has the right and authority to convene and (for any or no reason) to recess or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such person, are necessary, appropriate or convenient for the proper conduct of the meeting, which may have the effect of precluding the conduct of certain business at a meeting if the rules and regulations are not followed. These procedures and provisions may deter, delay or discourage a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of UAL.


No Stockholder Filling of Vacancies. Board vacancies and newly created directorships may only be filled by a vote of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Thus, even if stockholders remove a director from office, the vacancy created by such removal may only be filled by the Board.

Business Combinations. We are subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. Section 203 prevents certain Delaware corporations from engaging, under certain circumstances, in a “business combination” (as defined therein), which includes, among other things, a merger or sale of more than 10% of the corporation’s assets, with any interested stockholder for three years following the date that the stockholder became an interested stockholder. An interested stockholder is a stockholder who acquired 15% or more of the corporation’s outstanding voting stock or an affiliate or associate of such person.

Tax Benefits Preservation Plan. The Tax Benefits Preservation Plan could have certain anti-takeover effects because the Rights provided to holders of our Common Stock under the Tax Benefits Preservation Plan will cause substantial dilution to an Acquiring Person. While the Tax Benefits Preservation Plan is intended to preserve our current ability to utilize NOLs and certain other tax attributes, it effectively deters current and future purchasers from accumulating more than 4.9% of UAL’s securities, which could delay or discourage attempts that our stockholders may consider favorable. The Tax Benefits Preservation Plan should not interfere with any merger or other business combination approved by the Board.

CHOICE OF FORUM

    The Bylaws provide that, unless a majority of the Board, acting on behalf of UAL, consents in writing to the selection of an alternative forum, (a) the Court of Chancery of the State of Delaware will, to the fullest extent permitted by law, be the exclusive forum for: (i) any derivative action or proceeding brought on behalf of UAL, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee of UAL to UAL or UAL’s stockholders, (iii) any action asserting a claim against UAL or any of its directors, officers or other employees arising pursuant to any provision of the DGCL, the Bylaws or the Certificate of Incorporation (in each case, as may be amended from time to time), (iv) any action asserting a claim against UAL or any of its directors, officers or other employees governed by the internal affairs doctrine of the State of Delaware or (v) any other action asserting an “internal corporate claim,” as defined in Section 115 of the DGCL, in all cases subject to the court’s having personal jurisdiction over all indispensable parties named as defendants, and (b) the federal district courts of the United States of America will, to the fullest extent permitted by law, be the exclusive forum for the resolution of any action asserting a cause of action arising under the Securities Act of 1933, as amended. However, it is possible that a court could find UAL’s forum selection provision to be inapplicable or unenforceable. Furthermore, because the applicability of the exclusive forum provision is limited to the extent permitted by law, UAL does not intend that the exclusive forum provision described in clause (a) above would apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Stockholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder.


6

 EX-10.35 3 ual_12312210kex1035.htm EX-10.35 Document
Exhibit 10.35
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
AMENDMENT NO. 3

TO THE AMENDED AND RESTATED A350-900 PURCHASE AGREEMENT

dated as of September 1, 2017

between

AIRBUS S.A.S.

and

UNITED AIRLINES, INC.


This Amendment No. 3 to the Amended and Restated A350-900 Purchase Agreement between Airbus S.A.S. and United Airlines, Inc. (hereinafter referred to as this “Amendment”) is entered into as of December 8, 2022 by and between AIRBUS S.A.S., a société par actions simplifiée, organized and existing under the laws of the Republic of France, having its registered office located at 2, Rond Point Emile Dewoitine, 31700 Blagnac, France (hereinafter referred to as the “Seller”), and UNITED AIRLINES, INC., a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located at 233 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (hereinafter referred to as the “Buyer”).

WITNESSETH:

WHEREAS, the Buyer and the Seller entered into the Amended and Restated A350-900 Purchase Agreement, dated as of September 1, 2017 which, together with all Exhibits, Appendices and Letter Agreements attached thereto and as amended, modified or supplemented from time to time is hereinafter called the “Agreement”, and

WHEREAS, the Buyer and the Seller have agreed to amend certain terms of the Agreement as set forth herein.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1DEFINITIONS

Capitalized terms used herein and not otherwise expressly defined in this Amendment shall have the meanings assigned thereto in the Agreement. The terms “herein”, “hereof”, and “hereunder” and words of similar import refer to this Amendment.

2DELIVERY SCHEDULE

2.aUpon the Buyer’s request, the Seller agrees to *** the Scheduled Delivery *** of Aircraft No. *** to Aircraft No. *** as set forth in Clause 2.2 below (each such Aircraft, an “Amd. 3 *** Aircraft”).


CT1706024 – Amended and Restated A350-900 Purchase Agreement – Amendment No. 3 – EXECUTION    AM3-1
AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL

2.bThe delivery schedule of the Aircraft set out in Clause 9.1 of the Agreement is *** to read the following:

QUOTE

Aircraft number    Aircraft type            Scheduled Delivery
                    ***

***    ***                ***

UNQUOTE                
    
3***

4LETTER AGREEMENT NO. 3

Paragraphs 4.2.1 and 4.2.2 of Letter Agreement No. 3 are deleted in their entirety and replaced with the following quoted text:

QUOTE

4.2.1    ***

4.2.2    ***

UNQUOTE

5LETTER AGREEMENT NO. 4

5.a*** Aircraft

5.1.iThe table in Paragraph 2.2 of Letter Agreement No. 4 to the Agreement is deleted in its entirety and replaced with the following table

QUOTE

***Aircraft No.
***
******

UNQUOTE

5.1.iiThe period beginning on *** and ending on ***, set out in the penultimate paragraph of Paragraph 2.2 of Letter Agreement No. 4, shall be amended to be the period beginning on *** and ending on ***.

5.1.iiiA new Paragraph 2.4 shall be added to Letter Agreement No. 4 as follows:

QUOTE


CT1706024 – Amended and Restated A350-900 Purchase Agreement – Amendment No. 3 – EXECUTION    AM3-2
AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL

2.4    Nothing contained in this Paragraph 2 shall obligate ***.

UNQUOTE

5.b***

Paragraph 3.1.3(ii) of Letter Agreement No. 4 to the Agreement is deleted in its entirety and replaced with the following quoted text:

QUOTE

(ii)    ***

UNQUOTE

6LETTER AGREEMENT NO. 10

Letter Agreement No. 10 to the Agreement is cancelled in its entirety and, as of the date of this Amendment, shall have no further force or effect.

7LETTER AGREEMENT NO. 14

Paragraph 1.1(i) of Letter Agreement No. 14 to the Agreement is deleted in its entirety and replaced with the following quoted text:

    QUOTE

(1)The *** is only granted to the Buyer for up to *** of the Aircraft which are included in the Buyer’s *** Aircraft, as follows (each a “*** Aircraft”):

a.    Aircraft ***,

b.    *** Aircraft with a Scheduled Delivery ***,

c.    *** Aircraft with a Scheduled Delivery ***,

d.    *** Aircraft with a Scheduled Delivery ***,

e.    *** Aircraft with a Scheduled Delivery ***,

f.    *** Aircraft with a Scheduled Delivery ***.

UNQUOTE

8EFFECT OF THE AMENDMENT

The Agreement shall be deemed amended to the extent herein provided, and, except as specifically amended hereby, shall continue in full force and effect in accordance with its original terms. This Amendment supersedes any previous understandings, commitments, or representations whatsoever, whether oral or written, related to the subject matter of this Amendment.

CT1706024 – Amended and Restated A350-900 Purchase Agreement – Amendment No. 3 – EXECUTION    AM3-3
AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL


Both parties agree that this Amendment shall constitute an integral, non-severable part of the Agreement, that the provisions of the Agreement are hereby incorporated herein by reference, and that this Amendment shall be governed by the provisions of the Agreement, except that if the Agreement and this Amendment have specific provisions that are inconsistent, the specific provisions contained in this Amendment shall govern.

9ASSIGNMENT

This Amendment and the rights and obligations of the parties shall be subject to the provisions of Clause 21 of the Agreement.

10CONFIDENTIALITY

    This Amendment is subject to the terms and conditions of Clause 22.10 of the Agreement.

11GOVERNING LAW

    The governing law shall be as set forth in Clause 22.6 of the Agreement.

12COUNTERPARTS

This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute one and the same instrument.

    

CT1706024 – Amended and Restated A350-900 Purchase Agreement – Amendment No. 3 – EXECUTION    AM3-4
AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL

IN WITNESS WHEREOF, this Amendment was entered into as of the day and year first above written.


    
UNITED AIRLINES, INC.    


By:    /s/ Gerald Laderman

Its:    Gerald Laderman
    Executive Vice President & Chief Financial Officer





AIRBUS S.A.S.


By:    /s/ Benoít de Saint-Exupèry

Its:    Benoít de Saint-Exupèry
    Senior Vice President, Contracts





CT1706024 – Amended and Restated A350-900 Purchase Agreement – Amendment No. 3 – EXECUTION    
AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL
 EX-10.59 4 ual_12312210kex1059.htm EX-10.59 Document
Exhibit 10.59
imageb.jpg
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
6-1162-KKT-080R2
United Airlines Holdings, Inc.
United Airlines, Inc.

233 South Wacker Drive
Chicago, IL 60606
Subject:    Certain *** Contractual Matters
Reference:    Aircraft General Terms Agreements (the AGTAs) and all Purchase Agreements in effect as of the date hereof (the Purchase Agreements) between The Boeing Company (Boeing) and any one or more of United Airlines Holdings, Inc., and United Airlines, Inc. (each, Customer and collectively, Customers). Boeing and Customers shall collectively be referred to as the Parties and each a Party
Ladies and Gentlemen:
This Letter Agreement documents the agreement between Boeing and Customers with respect to certain *** contractual matters. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreements. This Letter Agreement supersedes and replaces in its entirety Letter Agreement 6-1162-KKT-080R1.
1.*** Aircraft.
In consideration of ***, and other *** Customers under this Letter Agreement, the AGTAs and the Purchase Agreements in effect between Customer and Boeing, and subject to the terms, exceptions and conditions of this Letter Agreement, each Customer shall purchase *** aircraft*** (in such Customer's configuration) *** from Boeing. Boeing agrees to sell to each Customer *** such aircraft. All such aircraft *** purchased from Boeing, as well as aircraft subject to any Purchase Agreement, including *** aircraft, initially scheduled for delivery during the Delivery Period shall hereinafter be referred to as *** Aircraft.
6-1162-KKT-080R2    Page 1
BOEING / UNITED AIRLINES PROPRIETARY & CONFIDENTIAL INFORMATION
image_0b.jpg

2.*** Aircraft.
If Boeing for any reason is *** or is reasonably expected to *** a *** Aircraft to a Customer in the time period required by such Customer ***, then Customer *** aircraft from ***; provided, the phrase "***" in this sentence shall be deemed to include, without limitation, a situation where a Customer's *** Aircraft are *** by *** an authorized representative of Customer and for ***. Boeing shall use *** such Customer ***. If, after reasonable inquiry as to the available market opportunities, no such *** aircraft are available *** to the applicable Customer on terms and conditions *** for delivery in such time period, such *** aircraft ***, but *** the Customers *** and of Boeing *** hereunder will otherwise be unaffected. For the avoidance of doubt, but without limiting the generality of the foregoing, if a *** aircraft *** in such time period, ***.
3.***.
Customers' *** aircraft described in Articles ***:
a)Any *** aircraft (including any variant or new version, regardless of model designation), which one or more of the Customers may acquire ***;
b)Any *** aircraft *** (in such Customer's configuration) *** that can be used as a *** aircraft *** over ***. For the avoidance of doubt, (a) the *** with the range and payload capacity *** by such Customer *** shall not be considered a *** aircraft to the ***, but the *** aircraft family shall *** aircraft ***, and (b) the *** aircraft with the range and payload capacity available to be ordered by such Customer as of the date of this Letter Agreement shall not be considered *** aircraft ***;
c)Any aircraft which, due to *** or other factors, *** by the applicable Customer *** than *** aircraft, provided that Boeing *** aircraft *** aircraft;
d)Any *** aircraft (including any variant or new version, regardless of model designation), which one or more of the Customers *** aircraft;
e)*** aircraft *** aircraft or variants at *** for such aircraft;
f)Up to *** aircraft;
g)Any additional *** aircraft ***; and
h)With respect to each *** aircraft ***, a Customer *** aircraft: any aircraft *** and/or the ***.
6-1162-KKT-080R2    Page 2
BOEING / UNITED AIRLINES PROPRIETARY & CONFIDENTIAL INFORMATION
image_0b.jpg

For the avoidance of doubt, Customers’ *** pursuant to any *** set forth above *** Customers’ *** with respect to any other *** set forth above.
4.***
Customer will *** Boeing with respect to the *** as follows:
4.aIf *** any aircraft *** delivery month *** Aircraft ***, and if the *** terms and conditions that *** are, considering *** circumstances, *** the ***terms and conditions *** the *** agreement for a *** Aircraft, *** delivered *** the *** terms and conditions *** Aircraft (***); provided, that *** terms and conditions *** the *** agreement for ***:
***
4.bReserved.
4.cIf *** an *** Aircraft in a *** to *** and the *** terms and conditions *** under Article 4.1, *** will *** the *** Requirement Aircraft delivered *** provided, however, that ***.
4.dReserved
4.eReserved.
4.fAny *** will be *** an additional *** Boeing *** delivery of *** Aircraft ***. Any *** delivery of Customer's *** Aircraft or the *** Aircraft, *** provided, however, that notwithstanding the foregoing, if, ***.
4.gFor the sake of clarity, *** under the above Articles 4.1 through 4.6 are not subject to any condition or *** that Customer ***. Boeing shall use good faith efforts in determining if any *** and shall, ***, and no later than ***, promptly prepare and deliver to Customers a certification executed by an officer of Boeing certifying as to Boeing’s compliance with this Article 4. If there is a good faith dispute as to the ***, after using good faith efforts to resolve ***, the Parties shall ***.
4.hArticles 4.1 through 4.7 *** with respect to *** the *** Aircraft (i) to ***, (ii) which subsequently *** of an agreement under which *** such aircraft, (iii) which are *** in the event of *** such aircraft, or (iv) which are *** aircraft at the time of *** such aircraft ***.
5.Addition of ***.
In the event any Customer elects to *** Aircraft that are not *** and that are to be *** agrees to *** with *** to *** the terms and conditions (to the extent not provided herein) under which *** such *** of *** Aircraft. For the avoidance of doubt, this *** shall apply to *** aircraft *** subject to any such *** any Customer and Boeing *** this Letter Agreement.
6.Corporate Ownership Change, Mergers and Acquisitions.
6-1162-KKT-080R2    Page 3
BOEING / UNITED AIRLINES PROPRIETARY & CONFIDENTIAL INFORMATION
image_0b.jpg

The parties agree that the provisions contained in this Article 6 for *** apply and are effective only in the event of a merger or acquisition after the date of this Letter Agreement between any Customer and another air carrier that is not a Customer.
6.aIf a Customer acquires a ***, the terms of Article 6.3 of this Letter Agreement ***, and the Customer and the ***, for the purpose of the *** in Article 6.3, as ***. If a Customer acquires ***, the terms of this Letter Agreement shall ***.
6.bIf *** acquires ***, the terms of this Letter Agreement shall *** to such ***.
6.c*** another air carrier, then the surviving entity shall be bound by the terms of this Letter Agreement with respect to ***, but *** the Customers' fleet *** the merger ***. The surviving entity shall*** the merger, and *** the *** Aircraft *** by the surviving entity *** the total *** by the surviving entity during *** is equal to or greater than ***. Excluded from this *** pursuant to Articles 2 and 7 hereof.
This Article 6 will not *** the surviving entity *** made by Customer *** prior to the merger.
Nothing in this Article 6 shall limit or prevent any Customer from merging or consolidating with or into another Customer, it being agreed that any such transaction is expressly permitted regardless of any provision to the contrary in any AGTA or Purchase Agreement, provided that the surviving entity (if not such Customer) assumes all of the obligations of such Customer hereunder and under any AGTA or Purchase Agreement to which such Customer is a party.
7.*** Aircraft.
Nothing under this Letter Agreement will prevent any Customer from (i) *** any Customer or (ii) *** provided that such aircraft ***.
8.***
Any Customer ***, subject to (i) ***, (ii) *** (iii) receipt of *** Customer and Boeing. If there is ***, Boeing *** Customer the ***.     
9.***
*** each Customer *** Aircraft *** by the Purchase Agreements *** Aircraft).     

***
***
******
The applicable Customer agrees *** pursuant to this Article 9 *** mutual agreement between Customer and Boeing at the time *** Aircraft.
10.***
Subject to the terms of the purchase agreement(s) for *** Aircraft, Boeing *** Aircraft ***.
6-1162-KKT-080R2    Page 4
BOEING / UNITED AIRLINES PROPRIETARY & CONFIDENTIAL INFORMATION
image_0b.jpg

11.***
Boeing agrees *** Customers *** described in Customer Services General Terms Agreement 24-1. If in the future Boeing *** the Customers, Boeing *** Customers *** terms and conditions *** Boeing.
12.***
During a period commencing *** Aircraft, and ending *** Boeing *** that (i) were *** aircraft, (ii) were *** and (iii) are ***.
13.***
Boeing agrees to *** Customer *** and that is subsequently *** by *** to Customer, to the ***; subject to the *** by the *** by Customer. Any *** aircraft delivered ***.
14.*** Aircraft.
For *** Aircraft Boeing may ***, as follows:
14.a*** Aircraft ***. The *** shall have the *** that are *** this Letter Agreement.
14.b*** Aircraft ***. For aircraft *** this Letter Agreement, the *** will be those *** for the ***.
15.Aircraft ***.
Boeing shall provide Customer with *** with respect to *** Aircraft *** in the Purchase Agreements, subject to *** that have an effect on ***.
16.Customer Support Provisions for *** Aircraft.
Boeing shall provide general customer support for *** Aircraft ***. Model specific customer support provisions will be described in the applicable purchase agreements ***.
17.Warranty Provisions for *** Aircraft.
Boeing shall provide warranty provisions for *** Aircraft ***. *** standard warranty provisions and ***, the *** Aircraft *** warranty provisions.
18.Certain Remedies.
In the event of *** Customer *** under Article 1 of this Letter Agreement, Boeing *** this Letter Agreement. If Boeing *** this Letter Agreement, *** are (i) pursuant to the terms of Letter Agreement No. UAL-PA-04815-LA-1802886R4, Letter Agreement No. UAL-PA-04761-LA-2100718R4, and Letter Agreement No. UAL-PA-03776-LA-1207650R6, all and each *** thereof, and (ii) Customers *** under Article 4 of this Letter Agreement and *** provided under this Letter Agreement. *** Boeing *** this Letter Agreement, Customers *** under the Purchase Agreements, and *** the Customers and Boeing as ***.
6-1162-KKT-080R2    Page 5
BOEING / UNITED AIRLINES PROPRIETARY & CONFIDENTIAL INFORMATION
image_0b.jpg

19.Assignment.
The commitments contained in this Letter Agreement may not be assigned by either party without the prior written consent of the other party, except either party may assign its interest to an entity that (i) results from any merger or reorganization of such party or (ii) acquires substantially all the assets of such party.
20.Confidential Treatment.
Boeing and Customers understand that certain information contained in this Letter Agreement are considered by both parties as confidential. Except as specified below, each of Boeing and each Customer is prohibited from disclosing the Information to any person, entity, or government agency. Each party shall protect the confidentiality of such Information in the manner similar to how a party protects its own Information of a similar nature, but with no less than a reasonable standard of care. This provision shall not restrict a party from taking any steps necessary to protect and safeguard its interests relating to the Information, including obtaining a protective order or other injunctive relief, where appropriate.
(a)Employees. A party may disclose the Information to its own employees (including the employees of Customer United Airlines, Inc.) who (i) have a need to know the Information for purposes of assisting said party in the evaluation or administration of the Purchase Agreement or such party's business operations and (ii) have been instructed to not disclose the Information except as provided by this Letter Agreement
(b)Professional Advisors. A party may disclose the Information to its auditors, insurers, and attorneys (Professional Advisors) who have a need to know the Information in connection with providing services to said party only when said party has first obtained from the Professional Advisor a written obligation of confidentiality and restricted use that is no less restrictive than the terms of this Letter Agreement; provided, if either party requests to similarly disclose the Information to any of its financial advisors or consultants, the other party shall consider such request in good faith. Each party shall be fully responsible to the other party for the Professional Advisors' compliance with such obligations.
(c)Regulatory Requirements. A party may disclose in a regulatory or other government filing that part of the Information which is required by applicable law or regulation to be disclosed in such regulatory or other governmental filings, including filings with the Securities and Exchange Commission (SEC), but only in accordance with the following requirements:
6-1162-KKT-080R2    Page 6
BOEING / UNITED AIRLINES PROPRIETARY & CONFIDENTIAL INFORMATION
image_0b.jpg

(i)The disclosing party shall advise the other party in writing of such disclosure requirement prior to making such disclosure to enable the other party to take those steps it deems necessary to protect the Information; and
(ii)The disclosing party shall, as requested by the other party, seek redaction and/or confidential treatment for the Information or parts thereof from the SEC or other applicable regulators.
21.Miscellaneous.
21.aGOVERNING LAW. THIS LETTER AGREEMENT WILL BE INTERPRETED UNDER AND GOVERNED BY THE LAW OF THE STATE OF WASHINGTON, U.S.A., EXCEPT THAT WASHINGTON'S CHOICE OF LAW RULES SHALL NOT BE INVOKED FOR THE PURPOSE OF APPLYING THE LAW OF ANOTHER JURISDICTION.
21.bAmendments. This Letter Agreement may not be amended or modified except in writing signed by all parties.
21.cOrder of Precedence. Any conflict between the terms, exceptions and conditions in this Letter Agreement and those in any AGTA or Purchase Agreement shall be resolved in favor of those in this Letter Agreement.
21.dHeadings. Headings used in this Letter Agreement are for convenient reference only and are not intended to affect the interpretation of this Letter Agreement.
21.eWaiver/Severability. Failure by either party to enforce any provision of this Letter Agreement will not be construed as a waiver. If any provision of this Letter Agreement is held unlawful or otherwise ineffective by a court of competent jurisdiction, the remainder of the Letter Agreement will remain in effect.
21.fEntire Agreement.
This Letter Agreement contains the entire agreement of the parties and cancels and supersedes all previous proposals, understandings, commitments or representations whatsoever, oral or written, with respect to the subject matter hereof (including without limitation, that certain Letter Agreement No. 6-1162-GOC-136 dated October 10, 1997 between The Boeing Company and Continental Airlines, Inc., and that certain Letter Agreement 6-1162-KKT-080 dated July 12, 2012 between The Boeing Company, United Airlines Holdings, Inc., United Air Lines, Inc. and Continental Airlines, Inc. (including any amendments or supplements thereto)).
Very truly yours,
6-1162-KKT-080R2    Page 7
BOEING / UNITED AIRLINES PROPRIETARY & CONFIDENTIAL INFORMATION
image_0b.jpg

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact

ACCEPTED AND AGREED TO this
Date:December 12, 2022
UNITED AIRLINES HOLDINGS, INC.
By:/s/ Gerald Laderman
Its:
Executive Vice President and Chief Financial Officer
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Executive Vice President and Chief Financial Officer
6-1162-KKT-080R2    Page 8
BOEING / UNITED AIRLINES PROPRIETARY & CONFIDENTIAL INFORMATION
image_0b.jpg


6-1162-KKT-080R2    Page 9
BOEING / UNITED AIRLINES PROPRIETARY & CONFIDENTIAL INFORMATION
 EX-10.90 5 ual_12312210kex1090.htm EX-10.90 Document
Exhibit 10.90
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.

SUPPLEMENTAL AGREEMENT NO. 11
to
PURCHASE AGREEMENT NUMBER 04761
between
THE BOEING COMPANY
and
United Airlines, Inc.
Relating to Boeing Model 737 MAX Aircraft
THIS SUPPLEMENTAL AGREEMENT No. 11 (SA-11), entered into as of November 29, 2022, by and between The Boeing Company, a Delaware corporation, (Boeing) and United Airlines, Inc., a Delaware corporation, (Customer);
WHEREAS, Customer and Boeing entered into Purchase Agreement No. 04761 dated as of the 15th day of May of 2018 as amended and supplemented (Purchase Agreement), relating to the purchase and sale of Model 737 MAX aircraft. This Supplemental Agreement is an amendment to the Purchase Agreement;
WHEREAS, solely to conform and further amend the Purchase Agreement to reflect Customer and Boeing’s agreement to add *** 737-*** Aircraft to the Purchase Agreement (SA-11 Aircraft);
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:
1.Table of Contents.
The “Table of Contents” is deleted in its entirety and replaced with the attached “Table of Contents” (identified by “SA-11”).
2.Tables.
Table 1 titled “*** 737-*** Aircraft Delivery, Description, Price and ***” is deleted in its entirety and replaced with the attached similarly titled Table 1 (identified by “SA-11”) to reflect the addition of the SA-11 Aircraft to the Purchase Agreement.
UAL-PA-04761         SA-11, Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY
Supplemental Agreement No. 11 to
Purchase Agreement No. 04761
3.Letter Agreements.
3.a.Letter Agreement No. UAL-PA-04761-LA-1801463R3 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04761-LA-1801463R4 titled “*** Matters” to reflect the addition of the SA-11 Aircraft to the ***.
3.b.Letter Agreement No. UAL-PA-04761-LA-2100718R2 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04761-LA-2100718R3 titled “Special Matters Relating to *** Aircraft” to reflect the *** SA-11 Aircraft to the definition of *** Aircraft.
4.Miscellaneous.
Boeing and Customer agree that *** is owed by Customer as the *** due upon execution of this SA-11, subject to the provisions of Section 3 of Letter Agreement UAL-PA-04761-LA-1801463R4 entitled “***Matters”.
The rest of the page is intentionally blank. Signature page follows

UAL-PA-04761        SA-11, Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY
Supplemental Agreement No. 11 to
Purchase Agreement No. 04761


The Purchase Agreement will be deemed supplemented to the extent provided herein as of the date hereof and as so supplemented will continue in full force and effect.


EXECUTED IN DUPLICATE as of the day and year first written above.




THE BOEING COMPANYUNITED AIRLINES, INC.
/s/ Irma L. Krueger/s/ Gerald Laderman
SignatureSignature
Irma L. KruegerGerald Laderman
Printed NamePrinted Name


Attorney-in-Fact		Executive Vice -President and
Chief Financial Officer
TitleTitle

UAL-PA-04761        SA-11, Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.

TABLE OF CONTENTS

ARTICLES
SA NUMBER
Article 1.Quantity, Model and Description
Article 2.Delivery Schedule
Article 3.Price
Article 4.Payment
Article 5.Additional Terms
TABLE
1.
737-*** Aircraft Delivery, Description, Price and ***
SA-6 & SA-8§4.1
1.
*** 737-*** Aircraft Delivery, Description, Price and ***
SA-10
1
*** 737-*** Aircraft Delivery, Description, Price and ***
SA-7 & SA-8§4.1
1.
737-*** Aircraft Delivery, Description, Price and ***
SA-7 & SA-8§4.1
1.
737-*** Aircraft Delivery, Description, Price and ***
SA-5 & SA-8§4.1
1.
*** 737-*** Aircraft Delivery, Description, Price and ***
SA-10
1.
737-*** Aircraft Delivery, Description, Price and ***
SA-10 & SA-8§4.1
1.
*** 737-*** Aircraft Delivery, Description, Price and ***
SA-6 & SA-8§4.1
1.
*** 737-*** Aircraft Delivery, Description, Price and ***
SA-11 & SA-8§4.1
2.
737-*** Aircraft Delivery, Description, Price and ***
SA-9
UAL-PA-04761    Table of Contents, Page 1 of 5     SA-11
BOEING / UNITED AIRLINES, INC. PROPRIETARY

TABLE OF CONTENTS, CONTINUED
EXHIBITS
SA NUMBER
A
737-8 Aircraft Configuration
SA-7
A
737-9 Aircraft Configuration
SA-1
A
737-10 *** Aircraft Configuration
SA-5
A
737-10 Aircraft Configuration
SA-6
B.
Aircraft Delivery Requirements and Responsibilities


SUPPLEMENTAL EXHIBITS
SA NUMBER
AE1.
***Airframe and *** Features for the 737MAX Aircraft
BFE1.
BFE Variables 737-8 Aircraft
SA-2
BFE1.
BFE Variables 737-9 Aircraft
SA-1
BFE1.
BFE Variables 737-10 Aircraft
SA-2
EE1.
Engine *** and ***
SLP1.
Service Life Policy Components

UAL-PA-04761    Table of Contents, Page 2 of 5     SA-11
BOEING / UNITED AIRLINES, INC. PROPRIETARY

TABLE OF CONTENTS, CONTINUED

LETTER AGREEMENTS
SA NUMBER
UAL-PA-04761-LA-1801463R4
*** Matters
SA-11
UAL-PA-04761-LA-1801464
Demonstration Flight Waiver
UAL-PA-04761-LA-1801465R2
Open Matters 737-9 and 737-10 Aircraft
SA-5
UAL-PA-04761-LA-1801466
Seller Purchased Equipment
SA-5
UAL-PA-04761-LA-1801467R5
Special Matters – 737 MAX Aircraft
SA-9
UAL-PA-04761-LA-1801468
***
UAL-PA-04761-LA-1801469R3
***
SA-8
UAL-PA-04761-LA-1801470
Privileged and Confidential Matters
UAL-PA-04761-LA-1801471
AGTA Matters
UAL-PA-04761-LA-1801472
Assignment Matters
UAL-PA-04761-LA-1801473
737-10 Aircraft ***
UAL-PA-04761-LA-1801474R1
*** for the 737-10 Aircraft
SA-7
UAL-PA-04761-LA-1801475
Loading of Customer Software
UAL-PA-04761-LA-1801476
Installation of Cabin Systems Equipment
UAL-PA-04761-LA-1801477
Special Customer Support Matters
UAL-PA-04761-LA-1801478R1
Delivery *** Matters
SA-6
UAL-PA-04761    Table of Contents, Page 3 of 5     SA-11
BOEING / UNITED AIRLINES, INC. PROPRIETARY

UAL-PA-04761-LA-1807022R6
*** Aircraft – 737-***
SA-10 SA-8 §4.1
UAL-PA-04761-LA-1807420R1
737-*** and 737-*** Aircraft Model ***
SA-6 & SA-8 §4.1
UAL-PA-04761-LA-1807490R1
737-*** Aircraft and 737-*** Aircraft ***
SA-2
UAL-PA-04761-LA-1900347
737-***
SA-6
UAL-PA-04761-LA-2001831R1
Certain Special Matters
SA-4
TABLE OF CONTENTS, CONTINUED

LETTER AGREEMENTS
SA NUMBER
UAL-PA-04761-LA-2100095
*** Matters for the 737-*** Aircraft
SA-5
UAL-PA-04761-LA-2100096R1
Certain Special Matters for the 737-*** Aircraft and for the *** 737-*** Aircraft
SA-7
UAL-PA-04761-LA-2100136
Open Matters Relating to *** Model 737-*** Aircraft
SA-5
UAL-PA-04761-LA-2100718R3
Special Matters Relating to *** Aircraft
SA-11
UAL-PA-04761-LA-2103100
Airline Operational Efficacy Matters
SA-6
UAL-PA-04761-LA-2103236
***
SA-9
UAL-PA-04761-LA-2104314
*** for Certain 737-*** Aircraft
SA-9
UAL-PA-04761-LA-2104366
*** for 737-*** Aircraft with ***
SA-9
UAL-PA-04761-LA-2104367
*** for 737-***Previously Configured Aircraft ***
SA-9
UAL-PA-04761-LA-2105142
Certain Special Matters for the 737-*** Aircraft
SA-9
UAL-PA-04761    Table of Contents, Page 4 of 5     SA-11
BOEING / UNITED AIRLINES, INC. PROPRIETARY

UAL-PA-04761-LA-2105143
Open Matters Relating to *** Model 737-*** Aircraft
SA-9

UAL-PA-04761    Table of Contents, Page 5 of 5     SA-11
BOEING / UNITED AIRLINES, INC. PROPRIETARY


SUPPLEMENTAL AGREEMENTSDATED AS OF
Supplemental Agreement No. 1 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . September 25, 2018
Supplemental Agreement No. 2 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . December 12, 2018
Supplemental Agreement No. 3 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . March 20, 2020
Supplemental Agreement No. 4 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . June 30, 2020
Supplemental Agreement No. 5 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . February 26, 2021
Supplemental Agreement No. 6 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . June 27, 2021
Supplemental Agreement No. 7 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . August 12, 2021
Supplemental Agreement No. 8 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . September 8, 2021
Supplemental Agreement No. 9 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . November 30, 2021
UAL-PA-04761    Table of Contents, Page 6 of 5     SA-11
BOEING / UNITED AIRLINES, INC. PROPRIETARY

Supplemental Agreement No. 10 . . . . . . . . . . . .. . . . . . . . . . . . . . . .June 30, 2022
Supplemental Agreement No. 11 . . . . . . . . . . . .. . . . . . . . . . . . . . . .November 29, 2022

UAL-PA-04761    Table of Contents, Page 7 of 5     SA-11
BOEING / UNITED AIRLINES, INC. PROPRIETARY

Table 1 to Purchase Agreement No. 04761
*** 737-*** Aircraft Delivery, Description, Price and ***
Airframe Model/MTOW:737-****** poundsDetail Specification:***2Q22 External Fcst
Engine Model/Thrust:****** poundsAirframe Price Base Year/*** Formula:******
Airframe Price:***Engine Price Base Year/*** Formula:******
*** Features:***
Sub-Total of Airframe and Features:***Airframe *** Data:
Engine Price (Per Aircraft):***Base Year Index (ECI):***
Aircraft Basic Price (Excluding BFE/SPE):***Base Year Index (CPI):***
Buyer Furnished Equipment (BFE) Estimate:***
Seller Purchased Equipment (SPE) Estimate:***
Deposit per Aircraft:***
Target Delivery Date&
Number of Aircraft*** Factor (Airframe)Manufacturer Serial Number*** ForecastActual or Nominal Delivery ******* Estimate *** Base Price Per A/P*** Per Aircraft (Amts. Due/*** Prior to Delivery):
************
************
************************************
Total:***
* ***
  & - ***
Note: Serial Numbers above are provided as guidance only and ***.
^ - ***
+ - ***
UAL-PA-04761    Table of Contents, Page 8 of 5     SA-11
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image.jpg
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207

    



UAL-PA-04761-LA-1801463R4
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    *** Matters
References:    1)    Purchase Agreement No. 04761 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 737 MAX aircraft (Aircraft); and
2)    Aircraft General Terms Agreement dated as of October 10, 1997 between the parties, identified as AGTA-CAL (AGTA)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. This Letter Agreement supersedes and replaces in its entirety Letter Agreement UAL-PA-04761-LA-1801463R3 dated June 27, 2021.
The Purchase Agreement incorporates the terms and conditions of the AGTA between Boeing and Customer. This Letter Agreement modifies certain terms and conditions of the AGTA with respect to the Aircraft.
1.***
2.***
3.***
3.a***
3.bIf for any reason, any Table 1 to the *** is amended, including but not limited, to change the: ***. Any corresponding amendment to this Letter Agreement will be made in a manner consistent with the terms and conditions associated with the Initial Aircraft.
4.***
5.Re-Allocation of ***.
5.a***
5.b***
6.***
In addition to applicability to ***, the provisions of Section 2 herein shall apply to the ***.
UAL-PA-04761-LA-1801463R4    SA-11
*** Matters    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_0.jpg


7.*** Rights.
7.aCustomer agrees that ***.
7.bIn the event Boeing *** to Boeing pursuant to Section 7.1, absent instruction from Boeing to the contrary, Customer shall, *** under the Purchase Agreement as amended by this Letter Agreement. Customer will ***.
7.cFor all purposes of this Section 7, including without limitation, notice, *** or any other application, ***. Boeing expressly reserves all of its rights and remedies under any agreement and applicable law.
8.Confidentiality.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04761-LA-1801470.
9.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04761-LA-1801472, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below.

Very truly yours,
THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact

UAL-PA-04761-LA-1801463R4    SA-11
*** Matters    Page 2
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_0.jpg


ACCEPTED AND AGREED TO this
Date:November 29, 2022
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Executive Vice President and Chief Financial Officer



UAL-PA-04761-LA-1801463R4    SA-11
*** Matters    Page 3
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image.jpg
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207





UAL-PA-04761-LA-2100718R3
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    Certain Special Matters for the *** Aircraft
Reference:    Purchase Agreement No. 04761 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 737 MAX aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. This Letter Agreement supersedes and replaces in its entirety Letter Agreement UAL-PA-04761-LA-2100718R2 dated June 30, 2022.
1.Definitions.
*** Aircraft shall be comprised of each of the following Aircraft:
(1)each of the *** 737-*** Aircraft specified in Table 1 titled “*** 737-*** Aircraft Delivery, Description, Price and Advance Payments” as of the date of this Letter Agreement (each *** 737-*** Aircraft);
(2)each of the *** 737-*** Aircraft specified in Table 1 titled “737-*** Aircraft Delivery, Description, Price and ***” as of the date of this Letter Agreement (each *** 737-*** Aircraft);
(3)each of the *** 737-*** Aircraft specified in Table 1 titled “*** 737-*** Aircraft Delivery, Description, Price and ***” (*** 737-*** Aircraft);
(4)each of the *** 737-*** Aircraft specified in Table 1 titled “*** 737-*** Aircraft Delivery, Description, Price ***” as of the date of this Letter Agreement (each *** 737-*** Aircraft); and
(5)each 737-*** aircraft resulting from Customer’s *** in any of the *** 737-*** Aircraft scheduled for delivery in *** pursuant to Letter Agreement LA-1807022R6, including successors thereof, titled “*** Aircraft – 737-***” shall be an *** 737-*** Aircraft).
2.*** for the *** 737-*** Aircraft.
In addition to the *** specified in Sections 1.3 and 1.4 of Letter Agreement UAL-PA-04761-LA-1801467R4, including successors thereof, titled “Special Matters - MAX Aircraft” (MAX Special Matters Letter), at the time of delivery Boeing shall ***.
3.Special Provisions for the *** 737-*** Aircraft.
3.aIn addition to the *** specified in Section 1.1 of the MAX Special Matters Letter, each *** 737-*** Aircraft will be eligible for the *** provided in this Section 3.
UAL-PA-04761-LA-2100718R3    SA-11
Certain Special Matters for the *** Aircraft    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY

image_01.jpg
3.bCustomer has requested *** from Boeing on the ***.
3.cIn response to Customer’s requests ***.
3.dAs specified in Section 3.3, Customer shall purchase *** Aircraft specified in Attachment A to this Letter Agreement ***.

***
4.***
5.***
***
5.a*** 737-*** Aircraft. At the time of delivery of each *** 737-*** Aircraft, in addition to the *** specified in Section 1.1 of the MAX Special Matters Letter, Boeing shall ***.
5.b*** 737-*** Aircraft.
5.2.iIn addition to the *** specified in Section 1.1 of the MAX Special Matters Letter, each *** 737-*** Aircraft is eligible for the following ***:
5.2.1.1 ***
6.***
7.Assignment.
Unless otherwise noted herein, the *** described in this Letter Agreement ***. Except as provided in Letter Agreement No. UAL-PA-04761-LA-1801472, this Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing. ***.
8.Confidentiality.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04761-LA-1801470.

Very truly yours,
THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact

UAL-PA-04761-LA-2100718R3    SA-11
Certain Special Matters for the *** Aircraft    Page 2
BOEING/UNITED AIRLINES, INC. PROPRIETARY

image_01.jpg
ACCEPTED AND AGREED TO this
Date:November 29, 2022
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Executive Vice President and Chief Financial Officer


UAL-PA-04761-LA-2100718R3    SA-11
Certain Special Matters for the *** Aircraft    Page 3
BOEING/UNITED AIRLINES, INC. PROPRIETARY

Attachment A

Aircraft Eligible for Section 3.4 ***

The Aircraft in the table below are eligible for Section 4 *** in accordance with the terms and conditions .of Section 3.4 of this Letter Agreement.





***




***




***




***




***
******
***
***

UAL-PA-04761-LA-2100718R3        SA-11
Certain Special Matters for the *** Aircraft    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
 EX-10.91 6 ual_12312210kex1091.htm EX-10.91 Document
Exhibit 10.91
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.

SUPPLEMENTAL AGREEMENT NO. 12
to
PURCHASE AGREEMENT NUMBER 04761
between
THE BOEING COMPANY
and
United Airlines, Inc.
Relating to Boeing Model 737 MAX Aircraft
THIS SUPPLEMENTAL AGREEMENT No. 12 (SA-12), entered into as of December 12, 2022, by and between The Boeing Company, a Delaware corporation, (Boeing) and United Airlines, Inc., a Delaware corporation, (Customer);
WHEREAS, Customer and Boeing entered into Purchase Agreement No. 04761 dated as of the 15th day of May of 2018 as amended and supplemented (Purchase Agreement), relating to the purchase and sale of Model 737 MAX aircraft. This Supplemental Agreement is an amendment to the Purchase Agreement;
WHEREAS, solely to conform and further amend the Purchase Agreement to reflect Customer and Boeing’s agreement to *** the following Aircraft:
*********
************
WHEREAS, solely to conform and further amend the Purchase Agreement to reflect Customer and Boeing’s agreement to:
(1)Reflect the *** and *** of *** Aircraft with *** into 737-*** Aircraft;
(2)Modify *** provisions as mutually agreed by the parties;
(3)Add economic consideration elements in the event of a 737-*** Aircraft ***;
(4)Expand and revise delivery *** for certain 737-*** Aircraft;
(5)Reflect Boeing and Customer’s agreement to reflect a) the *** Aircraft; and b) the purchase of *** Aircraft resulting in *** 737-*** Aircraft to the Purchase Agreement (these 737-*** Aircraft and the 737-*** Aircraft referred to in clause (i) immediately above singly and collectively comprise the SA-12 Aircraft);
(6)Reflect *** of *** Aircraft from *** 737-*** Aircraft into *** 737-*** Aircraft;
(7)Revise the estimate of *** included in the *** of the 737-*** Aircraft;
(8)Revise certain open configuration matters for the Aircraft;
UAL-PA-04761         SA-12, Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY
Supplemental Agreement No. 12 to
Purchase Agreement No. 04761
(9)Expand certain *** terms to apply to the SA-12 Aircraft;
(10)Identify the economic terms relating to the SA-12 Aircraft;
(11)Revise certain *** in respect of possible 737-*** Aircraft ***;
(12)Reflect Boeing and Customer’s agreement to add *** to the Purchase Agreement; and
(13)Provide a new Boeing *** of Customer’s purchase of the SA-12 Aircraft.
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:
1.Table of Contents.
The “Table of Contents” is deleted in its entirety and replaced with the attached “Table of Contents” (identified by “SA-12”).
2.Tables.
2.a.Table 1 titled “*** 737-*** Aircraft Delivery, Description, Price and ***” is deleted in its entirety and replaced with the attached similarly titled Table 1 (identified by “SA-12”) to reflect the (i) addition of *** 737-*** Aircraft *** and *** from 737-*** Aircraft into 737-*** Aircraft; and (ii) *** of *** Aircraft from *** 737-*** Aircraft to 737-*** Aircraft into the Purchase Agreement.
2.b.Table 1 titled “737-*** Delivery, Description, Price and ***” is deleted in its entirety and replaced with the attached similarly titled Table 1 (identified by “SA-12”) to reflect *** of *** Aircraft from *** 737-*** Aircraft to *** 737-*** Aircraft.
2.c.Table 1 titled “*** 737-*** Aircraft Delivery, Description, Price and ***” is deleted in its entirety and replaced with the attached similarly titled Table 1 (identified by “SA-12”) to reflect (i) *** Aircraft from 737-*** Aircraft to 737-*** Aircraft; (ii) *** Aircraft from *** 737-*** Aircraft to 737-*** Aircraft; and (iii) the addition of *** 737-*** Aircraft to the Purchase Agreement.
3.Exhibits.
Exhibit A for the 737-*** Aircraft Configuration is deleted in its entirety and replaced with the similarly titled Exhibit A to revise the configuration to reflect the *** of such 737-***.
4.Letter Agreements.
4.a.Letter Agreement No. UAL-PA-04761-LA-1801463R4 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04761-LA-1801463R5 titled “*** Matters” to reflect the addition of the SA-12 Aircraft to the ***.
4.b.Letter Agreement No. UAL-PA-04761-LA-1801465R2 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04761-LA-1 1801465R3 titled “Open Matters 737-*** and 737-*** Aircraft” to reflect the addition of a Boeing *** relative to *** for the Aircraft prior to delivery.
UAL-PA-04761        SA-12, Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY
Supplemental Agreement No. 12 to
Purchase Agreement No. 04761
4.c.Letter Agreement No. UAL-PA-04761-LA-1801467R5 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04761-LA-1 1801467R6 titled “Special Matters MAX Aircraft” to reflect the addition of economic considerations for 737-*** Aircraft.
4.d.Letter Agreement No. UAL-PA-04761-LA-1801474R1 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04761-LA-1801474R2 titled “*** for the 737-*** Aircraft” to reflect the *** of certain *** terms to the 737-*** Aircraft portion of the SA-12 Aircraft.
4.e.Letter Agreement No. UAL-PA-04761-LA-1801478R1 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04761-LA-1801478R2 titled “Delivery *** Matters” to reflect certain delivery *** rights for the 737-*** Aircraft.
4.f.Letter Agreement No. UAL-PA-04761-LA-1807022R6 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04761-LA-1807022R7 titled “*** Aircraft” to reflect the *** of *** Aircraft.
4.g.Letter Agreement No. UAL-PA-04761-LA-1807490R1 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04761-LA-1807490R2 titled “737-*** and 737-***” to reflect the *** of certain *** terms to the 737-*** Aircraft portion of the SA-12 Aircraft.
4.h.Letter Agreement No. UAL-PA-04761-LA-2100718R3 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04761-LA-2100718R4 titled “Special Matters Relating to *** Aircraft” to reflect the addition of the SA-12 Aircraft to the definition of *** Aircraft.
4.i.Letter Agreement No. UAL-PA-04761-LA-2103236 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04761-LA-2103236R1 titled “*** – 737-*** Aircraft *** Matters” to revise certain terms therein.
4.j.Letter Agreement No. UAL-PA-04761-LA-22005995 is hereby added to the Purchase Agreement to reflect the addition of *** aircraft.
4.k.Letter Agreement No. UAL-PA-04761-LA-22006107 is hereby added to the Purchase Agreement to reflect the provision of Boeing *** for the SA-12 Aircraft.
5.Miscellaneous.
Boeing and Customer agree that there is *** upon execution of this SA-12 as a result of the provisions of Section 3 of Letter Agreement UAL-PA-04761-LA-1801463R5 entitled “*** Matters”.
    The Purchase Agreement will be deemed supplemented to the extent provided herein as of the date hereof and as so supplemented will continue in full force and effect.
UAL-PA-04761        SA-12, Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY
Supplemental Agreement No. 12 to
Purchase Agreement No. 04761


EXECUTED IN DUPLICATE as of the day and year first written above.




THE BOEING COMPANYUNITED AIRLINES, INC.
/s/ Irma L. Krueger/s/ Gerald Laderman
SignatureSignature
Irma L. KruegerGerald Laderman
Printed NamePrinted Name


Attorney-in-Fact
Executive Vice -President and
Chief Financial Officer
TitleTitle

UAL-PA-04761        SA-12, Page 4
BOEING / UNITED AIRLINES, INC. PROPRIETARY
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.

TABLE OF CONTENTS

ARTICLES
SA NUMBER
Article 1.Quantity, Model and Description
Article 2.Delivery Schedule
Article 3.Price
Article 4.Payment
Article 5.Additional Terms
TABLE
1.
737-*** Aircraft Delivery, Description, Price and ***
SA-6 & SA-8§4.1
1.
*** 737-*** Aircraft Delivery, Description, Price and ***
SA-12
1
*** 737-*** Aircraft Delivery, Description, Price and ***
SA-7 & SA-8§4.1
1.
737-*** Aircraft Delivery, Description, Price and ***
SA-7 & SA-8§4.1
1.
737-*** Aircraft Delivery, Description, Price and ***
SA-5 & SA-8§4.1
1.
*** 737-*** Aircraft Delivery, Description, Price and ***
SA-10
1.
737-*** Aircraft Delivery, Description, Price and ***
SA-12 & SA-8§4.1
1.
*** 737-*** Aircraft Delivery, Description, Price and ***
SA-6 & 2SA-8§4.1
1.
*** 737-*** Aircraft Delivery, Description, Price and ***
SA-12 & SA-8§4.1
2.
737-*** Aircraft Delivery, Description, Price and ***
SA-9
UAL-PA-04761    Table of Contents, Page 1 of 5     SA-12
BOEING / UNITED AIRLINES, INC. PROPRIETARY

TABLE OF CONTENTS, CONTINUED
EXHIBITS
SA NUMBER
A
737-8 Aircraft Configuration
SA-7
A
737-9 Aircraft Configuration
SA-1
A
737-10 *** Aircraft Configuration
SA-12
A
737-10 *** Aircraft Configuration
SA-6
B.
Aircraft Delivery Requirements and Responsibilities


SUPPLEMENTAL EXHIBITS
SA NUMBER
AE1.
***Airframe and *** Features for the 737MAX Aircraft
BFE1.
BFE Variables 737-8 Aircraft
SA-2
BFE1.
BFE Variables 737-9 Aircraft
SA-1
BFE1.
BFE Variables 737-10 Aircraft
SA-2
EE1.
Engine *** and ***
SLP1.
Service Life Policy Components

UAL-PA-04761    Table of Contents, Page 2 of 5     SA-12
BOEING / UNITED AIRLINES, INC. PROPRIETARY

TABLE OF CONTENTS, CONTINUED

LETTER AGREEMENTS
SA NUMBER
UAL-PA-04761-LA-1801463R5
*** Matters
SA-12
UAL-PA-04761-LA-1801464
Demonstration Flight Waiver
UAL-PA-04761-LA-1801465R3
Open Matters 737-*** and 737-*** Aircraft
SA-12
UAL-PA-04761-LA-1801466
Seller Purchased Equipment
SA-5
UAL-PA-04761-LA-1801467R6
Special Matters – 737 MAX Aircraft
SA-12
UAL-PA-04761-LA-1801468
***
UAL-PA-04761-LA-1801469R3
***
SA-8
UAL-PA-04761-LA-1801470
Privileged and Confidential Matters
UAL-PA-04761-LA-1801471
AGTA Matters
UAL-PA-04761-LA-1801472
Assignment Matters
UAL-PA-04761-LA-1801473
737-*** Aircraft ***
UAL-PA-04761-LA-1801474R2
*** for the 737-*** Aircraft
SA-12
UAL-PA-04761-LA-1801475
Loading of Customer Software
UAL-PA-04761-LA-1801476
Installation of Cabin Systems Equipment
UAL-PA-04761-LA-1801477
Special Customer Support Matters
UAL-PA-04761-LA-1801478R2
Delivery *** Matters
SA-12
UAL-PA-04761    Table of Contents, Page 3 of 5     SA-12
BOEING / UNITED AIRLINES, INC. PROPRIETARY

UAL-PA-04761-LA-1807022R7
*** Aircraft – 737-***
SA-12 SA-8 §4.1
UAL-PA-04761-LA-1807420R1
737-*** and 737-*** Aircraft Model ***
SA-6 & SA-8 §4.1
UAL-PA-04761-LA-1807490R2
737-*** Aircraft and 737-*** Aircraft ***
SA-12
UAL-PA-04761-LA-1900347
737-***
SA-6
UAL-PA-04761-LA-2001831R1
Certain Special Matters
SA-4
TABLE OF CONTENTS, CONTINUED

LETTER AGREEMENTS
SA NUMBER
UAL-PA-04761-LA-2100095
*** Matters for the 737-*** Aircraft
SA-5
UAL-PA-04761-LA-2100096R1
Certain Special Matters for the 737-*** Aircraft and for the *** 737-*** Aircraft
SA-7
UAL-PA-04761-LA-2100136
Open Matters Relating to *** Model 737-*** Aircraft
SA-5
UAL-PA-04761-LA-2100718R3
Special Matters Relating to *** Aircraft
SA-12
UAL-PA-04761-LA-2103100
Airline Operational Efficacy Matters
SA-6
UAL-PA-04761-LA-2103236
***
SA-12
UAL-PA-04761-LA-2104314
*** for Certain 737-*** Aircraft
SA-9
UAL-PA-04761-LA-2104366
*** for 737-*** Aircraft with ***
SA-9
UAL-PA-04761-LA-2104367
*** for 737-*** Aircraft with ***
SA-9
UAL-PA-04761-LA-2105142
Certain Special Matters for the 737-*** Aircraft
SA-9
UAL-PA-04761    Table of Contents, Page 4 of 5     SA-12
BOEING / UNITED AIRLINES, INC. PROPRIETARY

UAL-PA-04761-LA-2105143
Open Matters Relating to *** Model 737-*** Aircraft
SA-9
UAL-PA-04761-LA-22005995
*** Rights
SA-12
UAL-PA-04761-LA-22006107
***
SA-12
UAL-PA-04761    Table of Contents, Page 5 of 5     SA-12
BOEING / UNITED AIRLINES, INC. PROPRIETARY


SUPPLEMENTAL AGREEMENTSDATED AS OF
Supplemental Agreement No. 1 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . September 25, 2018
Supplemental Agreement No. 2 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . December 12, 2018
Supplemental Agreement No. 3 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . March 20, 2020
Supplemental Agreement No. 4 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . June 30, 2020
Supplemental Agreement No. 5 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . February 26, 2021
Supplemental Agreement No. 6 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . June 27, 2021
Supplemental Agreement No. 7 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . August 12, 2021
Supplemental Agreement No. 8 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . September 8, 2021
Supplemental Agreement No. 9 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . November 30, 2021
Supplemental Agreement No. 10 . . . . . . . . . . . .. . . . . . . . . . . . . . . .June 30, 2022
UAL-PA-04761    Table of Contents, Page 6 of 5     SA-12
BOEING / UNITED AIRLINES, INC. PROPRIETARY

Supplemental Agreement No. 11 . . . . . . . . . . . .. . . . . . . . . . . . . . . .November 29, 2022
Supplemental Agreement No. 12 . . . . . . . . . . . .. . . . . . . . . . . . . . . .December 12, 2022

UAL-PA-04761    Table of Contents, Page 7 of 5     SA-12
BOEING / UNITED AIRLINES, INC. PROPRIETARY

Table 1 to Purchase Agreement No. 04761
*** 737-*** Aircraft Delivery, Description, Price and ***
Airframe Model/MTOW:737-****** pounds^Detail Specification:***
Engine Model/Thrust:****** pounds+Airframe Price Base Year/*** Formula:******
Airframe Price:***Engine Price Base Year/*** Formula:******
*** Features:***
Sub-Total of Airframe and Features:***Airframe *** Data:
Engine Price (Per Aircraft):***Base Year Index (ECI):***
Aircraft Basic Price (Excluding BFE/SPE):***Base Year Index (CPI):***
Buyer Furnished Equipment (BFE) Estimate:***
Seller Purchased Equipment (SPE) Estimate:***
Deposit per Aircraft:***
# of Aircraft*** SA-12******% Sec. 3.4.2 *** 737-*** Aircraft***
Delivery Date&
Target Delivery ***Number of Aircraft*** Estimate *** Base Price Per A/PManufacturer Serial Number*** ForecastActual or Nominal Delivery ****** Estimate *** Base Price Per A/P*** Per Aircraft (Amts. Due/*** Prior to Delivery):
************
************
*********************************************************
***************Total:***
* ***
  & - ***
Note: Serial Numbers above, if any are included, are provided as guidance only and ***.
^ - ***
@ - ***
% - ***
+ - ***


Table 1 To Purchase Agreement No. 04761
737-*** Aircraft Delivery, Description, Price and ***
Airframe Model/MTOW:737-****** pounds^Detail Specification:***4Q11 External Fcst~4Q11 External Fcst - Engines
Engine Model/Thrust:****** pounds+Airframe Price Base Year/*** Formula:******
Airframe Price:***Engine Price Base Year/*** Formula:******
*** Features:***
Sub-Total of Airframe and Features:***Airframe *** Data:
Engine Price (Per Aircraft):***Base Year Index (ECI):***
Aircraft Basic Price (Excluding BFE/SPE):***Base Year Index (CPI):***
Buyer Furnished Equipment (BFE) Estimate:***
Seller Purchased Equipment (SPE) Estimate:***
Deposit per Aircraft:***
# of Aircraft*** SA-12Added
by SA-12		***
Delivery Date&
Target Delivery ***Number of Aircraft*** Factor (Airframe)Manufacturer Serial Number*** ForecastActual or Nominal Delivery ***Escalation Forecast*** Estimate *** Base Price Per A/P*** Per Aircraft (Amts. Due/*** Prior to Delivery):
************
************
***************************************************
******Total:***
* ***
  & - ***
Note: Serial Numbers above are provided as guidance only and ***.
^ - ***
+ - ***
@ - ***


Table 1 to Purchase Agreement No. 04761
*** 737-*** Aircraft Delivery, Description, Price and ***
Airframe Model/MTOW:737-****** poundsDetail Specification:***4Q11 External Fcst~4Q11 External Fcst - Engines
Engine Model/Thrust:****** poundsAirframe Price Base Year/*** Formula:******
Airframe Price:***Engine Price Base Year/*** Formula:******
*** Features:***
Sub-Total of Airframe and Features:***Airframe *** Data:
Engine Price (Per Aircraft):***Base Year Index (ECI):***
Aircraft Basic Price (Excluding BFE/SPE):***Base Year Index (CPI):***
Buyer Furnished Equipment (BFE) Estimate:***
Seller Purchased Equipment (SPE) Estimate:***
Deposit per Aircraft:***
***
by SA-12		*** SA-12***
Target Delivery Date&
Number of Aircraft*** Factor (Airframe)Manufacturer Serial Number*** ForecastActual or Nominal Delivery ****** Estimate *** Base Price Per A/P*** Per Aircraft (Amts. Due/*** Prior to Delivery):
************
************
************************************************
*********Total:***
* ***
  & - ***
Note: Serial Numbers above are provided as guidance only and ***.
^ - ***
+ - ***
@ - ***




AIRCRAFT CONFIGURATION

between

THE BOEING COMPANY

and

United Airlines, Inc.

Exhibit A to Purchase Agreement Number 04761

for 737-*** Aircraft with ***

UAL-PA-04761-EXA    SA-12
737-*** Aircraft with ***    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY

Exhibit A

AIRCRAFT CONFIGURATION

relating to

BOEING MODEL 737-*** AIRCRAFT

with ***

The Detail Specification is *** dated May 2017. The estimate for *** was estimated using *** as seen in Attachment 1 to this Exhibit A. Such Attachment 1 estimate of *** comprises Customer’s Initial Configuration which is subject to change pursuant to the provisions of Letter Agreement UAL-PA-04761-LA-1801465R3 entitled “Open Matters 737-*** and 737-*** Aircraft”




UAL-PA-04761-EXA    SA-12
737-*** Aircraft with ***    Page 2
BOEING/UNITED AIRLINES, INC. PROPRIETARY



*** Number
Title******
************
TOTALS:******
GRAND TOTAL******



UAL-PA-04761-EXA    SA-12
737-*** Aircraft with ***    Page 3
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image7.jpg
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207


UAL-PA-04761-LA-1801463R5
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    *** Matters for 737 and Certain 787 Aircraft
References:    1)    Purchase Agreement No. 04761 (737 Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 737 MAX aircraft (Aircraft);
    2)    Purchase Agreement No. 03860 (787 Purchase Agreement #1) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 Model aircraft;
    3)    Purchase Agreement No. 04815 (787 Purchase Agreement #2) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 Model aircraft; and
4)    Aircraft General Terms Agreement dated as of October 10, 1997 between the parties, identified as AGTA-CAL (AGTA)
This letter agreement (Letter Agreement) amends and supplements the 737 Purchase Agreement, 787 Purchase Agreement #1, and 787 Purchase Agreement #2 (Purchase Agreements). All terms used but not defined in this Letter Agreement shall have the same meaning as in the 737 Purchase Agreement. This Letter Agreement supersedes and replaces in its entirety Letter Agreement UAL-PA-04761-LA-1801463R4 dated November 29, 2022.
The Purchase Agreements incorporate the terms and conditions of the AGTA between Boeing and Customer. This Letter Agreement modifies certain terms and conditions of the AGTA with respect to the Aircraft.
1.***
2.***
3.***
4.***
5.***
6.***
In addition to applicability to ***, the provisions of Section 2 herein shall apply to the ***.
UAL-PA-04761-LA-1801463R5    SA-12
*** Matters for 737 and Certain 787 Aircraft    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_029.jpg


7.*** Rights.
7.aCustomer agrees that ***.
7.bIn the event Boeing *** to Boeing pursuant to Section 7.1, absent instruction from Boeing to the contrary, Boeing shall provide Customer with *** and Customer shall, *** under the Purchase Agreements (in respect of the applicable Aircraft covered by this Letter Agreement) as amended by this Letter Agreement. Customer will ***.
7.cFor all purposes of this Section 7, ***, the term “Boeing” means and includes The Boeing Company, its divisions, subsidiaries, affiliates and the assignees of each. Nothing herein shall constitute an election or waiver of any remedy of Boeing; all such remedies shall be cumulative. Boeing expressly reserves all of its rights and remedies under any agreement and applicable law.
8.Confidentiality.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04761-LA-1801470.
9.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04761-LA-1801472, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
10.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890 entitled “Privileged and Confidential Matters.”
If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below.
UAL-PA-04761-LA-1801463R5    SA-12
*** Matters for 737 and Certain 787 Aircraft    Page 2
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_029.jpg



Very truly yours,
THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact

UAL-PA-04761-LA-1801463R5    SA-12
*** Matters for 737 and Certain 787 Aircraft    Page 3
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_029.jpg


ACCEPTED AND AGREED TO this
Date:December 12, 2022
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Executive Vice President and Chief Financial Officer


UAL-PA-04761-LA-1801463R5    SA-12
*** Matters for 737 and Certain 787 Aircraft    Page 4
BOEING/UNITED AIRLINES, INC. PROPRIETARY
    The Boeing Company
    P.O. Box 3707
    Seattle, WA 98124 2207
UAL-PA-04761-LA-1801465R3
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    Open Matters MAX Aircraft
Reference:    Purchase Agreement No. 04761 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 737 MAX aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. This Letter Agreement supersedes and replaces in its entirety Letter Agreement UAL-PA-04761-LA-1801465R2, dated February 26, 2021.
    Given the long period of time between Purchase Agreement signing and delivery of Customer’s first 737-*** Aircraft; the 737-*** Aircraft and the continued development of the 737 MAX program, certain elements have not yet been defined. In consideration, Boeing and Customer agree to work together as the configuration of Customer’s Boeing Model 737-*** and the 737-*** aircraft develops as follows:
1.Aircraft Delivery Schedule.
1.aThe scheduled delivery *** of Customer’s *** 737-*** Aircraft are provided in Table 1 for the 737-*** Aircraft. The scheduled delivery *** of the 737-*** Aircraft, as of the date of this Letter Agreement is listed in Table 1 of the Purchase Agreement for Customer’s standard configuration. The scheduled delivery *** will be provided in Table 1 for Customer’s ***. Each of these three tables provides the delivery schedule in *** consisting of a nominal delivery *** (Nominal Delivery ***. No later than *** prior to Nominal Delivery *** of Customer’s first 737-*** Aircraft and first 737-*** Aircraft, as applicable, in each calendar year, Boeing will provide *** for each Aircraft with a Nominal Delivery *** in such calendar year.
1.bCustomer and Boeing will consult on a frequent basis to keep each other informed as to Customer’s fleet plans and Boeing’s production plans in order to meet the requirements of both parties. Based on such reviews and discussions, Boeing will use commercially reasonable efforts to meet Customer’s fleet needs when providing the notices required by Article 1.1. Such notices provided by Boeing will constitute an amendment to the applicable Table 1 of the Purchase Agreement. The amended applicable Table 1 shall be the scheduled delivery positions for the purposes of applying all provisions of the Purchase Agreements, including without limitation the BFE ***, and the ***.
UAL-PA-04761-LA-1801465R3    SA-12
Open Matters    Page 1
BOEING/ UNITED AIRLINES, INC. PROPRIETARY
image_031.jpg

2.Aircraft Configuration.
2.1    The initial configuration of Customer's Model 737-*** Aircraft has been defined by Boeing 737-***, 737-***, 737-***, 737-***, 737-*** Airplane Description Document No. *** as described in Article 1 and Exhibit A of the Purchase Agreement (Initial Configuration). Final configuration of the 737-*** Aircraft and 737-*** Aircraft (Final Configuration) will be completed using the *** documentation in accordance with the following schedule:
2.2.iFor the 737-***, and both configurations of the 737-*** Aircraft, Boeing has provided Customer with Customer *** packages and Customer has provided its ***.
2.2.iiWithin *** following Final Configuration of the applicable Aircraft, Boeing and Customer will execute a written amendment to the Purchase Agreement which will reflect the following:
2.2.2.1Changes applicable to the 737-*** and 737-*** aircraft, as applicable, which are developed by Boeing between the date of signing of the Purchase Agreement and date of Final Configuration for Customer’s *** 737-***configuration and standard and alternate 737-***configurations;
2.2.2.2Incorporation into the applicable Exhibit A of the Purchase Agreement, by written amendment, those *** features which have been agreed to by Customer and Boeing (Customer Configuration Changes);
2.2.2.3Revisions to the applicable Supplemental Exhibit BFE1 to reflect the *** dates and *** of BFE;
2.2.2.4Changes to the *** Features Prices, and Aircraft *** Price to adjust for the difference, if any, between the *** in the applicable Table 1 of the Purchase Agreement for *** features reflected in the Aircraft *** Price and the *** of the *** features reflected in the Customer Configuration Changes.
3.Special Provisions for the 737-*** Aircraft ***.
***
4.Other Matters.
4.a.Boeing commits to work with Customer to review *** and *** features that Customer may *** into the Aircraft configuration prior to delivery to Customer. After each such review, Boeing and Customer shall agree as to the features which Boeing can make available for the Aircraft using commercially reasonable efforts and the terms for ***.
4.b.Boeing and Customer shall meet regularly to determine in good faith mutually acceptable terms and conditions with respect to certain ***, commencing in ***.
4.3    Boeing and Customer shall work in good faith to streamline the Letter Agreement No. UAL-PA-04761-LA-2100718R4 titled “*** Aircraft and *** Special Matters”.
UAL-PA-04761-LA-1801465R3    SA-12
Open Matters    Page 2
BOEING/ UNITED AIRLINES, INC. PROPRIETARY
image_031.jpg

5.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04761-LA-1801472, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
6.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04761-LA-1801470.

Very truly yours,

UAL-PA-04761-LA-1801465R3    SA-12
Open Matters    Page 3
BOEING/ UNITED AIRLINES, INC. PROPRIETARY
image_031.jpg

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact
ACCEPTED AND AGREED TO this
Date:December 12, 2022
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Executive Vice President Finance and Chief Financial Officer



UAL-PA-04761-LA-1801465R3    SA-12
Open Matters    Page 4
BOEING/ UNITED AIRLINES, INC. PROPRIETARY


image7.jpg
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207



UAL-PA-04761-LA-1801467R6
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    Special Matters – MAX Aircraft
Reference:    Purchase Agreement No. 04761 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 737 MAX aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. This Letter Agreement supersedes and replaces in its entirety Letter Agreement UAL-PA-04761-LA-1801467R5 dated November 30, 2021.
1.***
1.a737-***.
At the time of delivery of each 737-*** Aircraft, Boeing ***.
1.b***
At the time of delivery of the ***.
1.c737-*** Aircraft ***.
At the time of delivery of each 737-*** Aircraft, Boeing *** 737-*** Aircraft ***.
1.d737-***.
At the time of delivery of each 737-*** Aircraft, Boeing *** (737-***). Boeing represents that the *** of this 737-*** is consistent with the terms of Letter Agreement 6-1162-KKT-080R1, as amended.
1.e737-***.
At the time of delivery of ***.
1.f737-***.
At the time of delivery of ***.
1.gSpecial 737-***.
***
UAL-PA-04761-LA-1801467R6    SA-12
Special Matters    Page 1
BOEING / UNITED AIRLINES PROPRIETARY
image_15.jpg

1.h***

Table ReferenceDescriptionQuantity of Aircraft
***
737-*** Aircraft Delivery, Description, Price and ***
***
***
*** 737-*** Aircraft Delivery, Description, Price and ***
***
1.i Special 737 ***.
***:
Aircraft Type
*** Number
Description******
Quantity of 737-*** Aircraft
******
***
*********
^ - ***
1.j737-***. Pursuant to the *** Letter, Customer may *** the purchase of 737-*** aircraft in place of certain Aircraft (737-*** Aircraft). At the time of delivery of each 737-*** Aircraft, Boeing *** the Airframe Price of the 737-*** Aircraft *** which shall equal *** (737-***).
1.k737-***. At the time of delivery of ***.
UAL-PA-04761-LA-1801467R6    SA-12
Special Matters    Page 2
BOEING / UNITED AIRLINES PROPRIETARY
image_15.jpg

1.l***
2.***
Unless otherwise noted, the amounts of the *** stated in (i) Sections 1.1 through 1.2 *** are in *** for 737-*** Aircraft; and (i)  Sections 1.3 through 1.7 *** are in *** for 737-*** and 737-*** Aircraft. The *** will be ***.
3.737 *** Management.
It is Boeing’s 737 MAX design intent to *** the 737 MAX***. If a *** leads to a *** to be *** only through a *** for the 737 MAX where ***.
4.*** Diversity.
Customer and Boeing agree to work towards a mutually agreeable solution for meeting diversity requirements in the ***. Notwithstanding the foregoing sentence, Boeing agrees to (i) identify *** where Customer makes the *** for potential opportunities; (ii) submit indirect reports until other *** are ***; and (iii) continue to engage with Customer with regard to *** diversity to ensure ***.
5.Assignment.
Unless otherwise noted herein, the *** described in this Letter Agreement are provided as ***. Except as provided in Letter Agreement No. UAL-PA-04761-LA-1801472, this Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing. For purposes of the assignment of a security interest in exchange for financing towards the purchase of the Aircraft, an assignable credit memorandum amount will be determined via mutual agreement between Customer and Boeing, and Boeing’s consent to assign such credit memorandum will not be unreasonably withheld.
6.Confidentiality
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04761-LA-1801470.
Very truly yours,

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact

UAL-PA-04761-LA-1801467R6    SA-12
Special Matters    Page 3
BOEING / UNITED AIRLINES PROPRIETARY
image_15.jpg

ACCEPTED AND AGREED TO this
Date:December 12, 2022
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Executive Vice-President and Chief Financial Officer

UAL-PA-04761-LA-1801467R6    SA-12
Special Matters    Page 4
BOEING / UNITED AIRLINES PROPRIETARY


image7.jpg
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207


UAL-PA-04761-LA-1801474R2
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    *** for the 737-*** Aircraft
Reference:    Purchase Agreement No. 04761 (Purchase Agreement) between The Boeing Company (Boeing) and United Continental Holdings, Inc. (Customer) relating to Model 737 MAX aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. For the purposes of this Letter Agreement, the term 737-*** Aircraft shall also include any 737-*** aircraft *** the Purchase Agreement subsequent to the date of this Letter Agreement. This Letter Agreement supersedes and replaces in its entirety Letter Agreement UAL-PA-04761-LA-1801474R1.
1.Definitions.
737-*** Notice means the written communication provided by Boeing to Customer in accordance with the requirements of Article 4.1, below.
737-*** Program Aircraft means each 737-*** Aircraft specified in the Purchase Agreement.
2.Applicability.
Notwithstanding any other provision of the Purchase Agreement to the contrary, the parties agree that the *** for the Airframe Price and *** Features Prices for each 737-*** Program Aircraft shall be determined in accordance with this Letter Agreement.
3.***
Boeing will release an *** in *** of each year based on Boeing’s ***. Only one *** shall be used to conduct the *** analysis performed in accordance with Article 4.1, below, for a given 737-*** Program Aircraft. The *** applicable to a given 737-*** Program Aircraft is set forth in Attachment A.
4.***
4.aIf the ***forecast, as set forth in Article 3, above, ***, as set forth in Attachment B, *** of any 737-*** Program Aircraft that is ***, as set forth in Attachment A, then Boeing shall issue a 737-*** Notice to the Customer by the date set forth in Attachment A. Such 737-*** Notice shall, ***, either:
4.1.i*** for such affected 737-*** Program Aircraft *** as set forth in Attachment B; or
4.1.iiprovide Customer with the *** as set forth in Attachment B and the *** factor determined in accordance with ***; or
UAL-PA-04761-LA-1801474R2        SA-12
***    Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_029.jpg



4.1.iiiprovide Customer with the *** as set forth in Attachment B, with Boeing and Customer *** as set forth in Attachment B ***.
4.1.ivIn the event that Boeing *** either the 737-*** Notice as detailed in Article 4.1.2 or Article 4.1.3 and ***, then Customer *** the Purchase Agreement with respect to such affected 737-*** Program Aircraft.
4.bIf Boeing provides Customer the *** described in Article 4.1.2 or Article 4.1.3 above, then Customer shall notify Boeing *** contained in Articles 4.1.2, 4.1.3, or 4.1.4 above within *** of its receipt of the 737-*** Notice from Boeing. In the event Customer *** in accordance with Article 4.1.4 above, then Boeing *** to Customer, *** for the *** 737-*** Program Aircraft.
i.Within *** of Boeing’s receipt of *** notice for any such *** 737-*** Program Aircraft under Article 4.2 above, Boeing *** by written notice to Customer to *** related to such *** 737- *** Program Aircraft ***, by Customer.
ii.Should Customer *** any notice to Boeing in accordance with Article 4.2 above, then the *** for such 737-*** Program Aircraft shall be *** in accordance with Article 4.1.2.
4.cIn the event that the *** of a 737-*** Program Aircraft that is subject to either Article 4.1.1, Article 4.1.2 or Article 4.1.3 above, *** applicable to such 737-*** Program Aircraft will be determined pursuant to Article 5 below.
5.***
4.a.If the ***, as set forth in Article 3, *** of any 737-*** Program Aircraft *** as set forth in Attachment B and *** as set forth in Attachment B, *** for such 737-*** Program Aircraft *** as set forth in Attachment B *** as set forth in Attachment B ***.
4.b.In the event the *** of a 737-*** Program Aircraft subject to Article 5.1 above, *** applicable to such 737-*** Program Aircraft will be determined pursuant to Article 6 below.
6.***
If the ***, as set forth in Article 3, above, ***, as set forth in Attachment B, *** of any 737-*** Program Aircraft *** such ***, as set forth in Attachment A, then *** applicable to such 737-*** Program Aircraft shall be *** as follows:
6.1    If the *** of a 737-*** Program Aircraft, *** as set forth in Attachment B for such 737-*** Program Aircraft, then the *** for such 737-*** Program Aircraft.
1.aIf the *** of a 737-*** Program Aircraft, *** as set forth in Attachment B for such 737-*** Program Aircraft, then the *** for such 737-*** Program Aircraft *** as set forth in Attachment B.
7.***
***, identified in the Purchase Agreement as subject to *** pursuant to Supplemental Exhibit AE2, and which pertains to the 737-*** Program Aircraft shall be *** established in this Letter Agreement for such 737-*** Program Aircraft *** other provisions of the Purchase Agreement ***.
UAL-PA-04761-LA-1801474R2    SA-12
***    Page 2
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_029.jpg



8.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04761-LA-1801472, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
9.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04761-LA- 1801470.
Very truly yours,

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact

UAL-PA-04761-LA-1801474R2    SA-12
***    Page 3
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_029.jpg



ACCEPTED AND AGREED TO this
Date:December 12, 2022
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Executive Vice President and Chief Financial Officer

UAL-PA-04761-LA-1801474R2    SA-12
***    Page 4
BOEING/UNITED AIRLINES, INC. PROPRIETARY

ATTACHMENT A
*** & 737-*** Notice Date

***
Applicable to 737-*** Program Aircraft Delivering in Time Period
737-*** Notice Date
*********
Attachment A to UAL-PA-04761-LA-1801474R2        SA-12
***    Att. A, Page 1 of 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY

ATTACHMENT B
***

************
************

Attachment B to UAL-PA-04761-LA-1801474R2        SA-12
***    Att. B, Page 1 of 5
BOEING / UNITED AIRLINES, INC. PROPRIETARY


image7.jpg
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207



UAL-PA-04761-LA-1801478R2
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    Delivery *** Matters
Reference:    Purchase Agreement No. 04761 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 737 MAX aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. This Letter Agreement supersedes and replaces in its entirety Letter Agreement UAL-PA-04761-LA-1801478R1, dated June 27, 2021.
1.***
*** has requested, and *** has agreed to provide, *** in respect of 737 Aircraft ***. *** will provide *** in respect of *** Aircraft subject to the terms and conditions contained in this Letter Agreement.
1.a***
1.bNotice Requirement. Customer may *** by giving written notice to Boeing on or before the date that is *** prior to the first day of the delivery *** specified in Table 1 for the applicable *** 737 Aircraft.
1.c***
2.***
Should *** successfully *** its *** pursuant to the terms of this Letter Agreement, *** will be provided with a *** in respect of any *** subject to the following terms and conditions:
4.a.Each *** may *** a *** Aircraft scheduled for delivery on or after ***.
4.b.*** will be provided with *** after every ***. Unless *** pursuant to the terms and conditions of this Letter Agreement, each *** from the first day of the month that such *** is made available to ***.
4.c.*** by providing *** with written notification at least *** prior to the first day of the either the ***delivery month or delivery month of the *** Aircraft for which the *** will be applied to.
3.*** Rights.
UAL-PA-04761-LA-1801478R2    SA-12
Delivery *** Matters    Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_029.jpg





*** has requested, and *** has agreed to provide, delivery *** in the form of *** rights (Customer *** Right(s)) in respect of 737 Aircraft contracted for scheduled delivery after *** (*** 737 Aircraft). *** will provide *** Rights in respect of *** 737 Aircraft subject to the terms and conditions contained in this Letter Agreement.
1.a***. Customer may *** a Customer *** Right in respect of any *** 737 Aircraft in a quantity *** 737 Aircraft with scheduled delivery during the period commencing ***.
1.bEach Customer *** Right (i) is offered to Customer *** Aircraft in the *** delivery month; and (ii) will require *** 737 Aircraft with an *** Aircraft that the parties agree ***.
1.cNotice Requirement. Customer *** of any Customer *** Right shall be made by providing Boeing with advance written notification that is *** prior to the delivery month of the *** Aircraft.
4.Definitive Agreement.
If Customer (i) agrees with the ***. The Supplemental Agreement will include the provisions of the Purchase Agreement as modified to reflect the provisions of this Letter Agreement. If Customer *** with any such proposed delivery month of a *** Aircraft or *** Aircraft, then the delivery month of such *** 737 Aircraft and / or *** 737 Aircraft is ***, i.e., *** from the month of delivery specified in the *** Table 1 in effect at that time; or *** from the month of delivery specified in the *** Table 1 in effect at that time, each as applicable, until Customer and Boeing agree to *** delivery month for such *** 737 Aircraft and / or such *** 737 Aircraft.
5.BFE / SPE Matters.
Subject to Boeing having ***.
6.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04761-LA-1801472, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
UAL-PA-04761-LA-1801478R2    SA-12
Delivery *** Matters    Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_029.jpg





7.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04761-LA-1801470.
Very truly yours,

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-In-Fact

UAL-PA-04761-LA-1801478R2    SA-12
Delivery *** Matters    Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_029.jpg





ACCEPTED AND AGREED TO this
Date:December 12, 2022
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Executive Vice President and Chief Financial Officer






PART 1: PROVISIONS APPLICABLE TO
ORIGINAL DEFERRAL ELIGIBLE AIRCRAFT
UAL-PA-04761-LA-1801478R2    SA-12
Delivery *** Matters    Page 4
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image7.jpg
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207




UAL-PA-04761-LA-1807022R7
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    *** Aircraft – 737-***
Reference:    Purchase Agreement No. PA-04761 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 737 MAX aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. This Letter Agreement supersedes and replaces in its entirety Letter Agreement UAL-PA-04761-LA-1807022R6 dated June 30, 2022.
1.*** Aircraft.
Subject to the terms and conditions contained in this Letter Agreement, in addition to the Aircraft described in both Table 1’s to the Purchase Agreement as of the date of execution of this Letter Agreement, Customer will have the *** Model 737-*** aircraft as *** aircraft (*** Aircraft).
2.Delivery.
The number of aircraft and delivery *** are listed in Attachment A-1 (Attachment A) to this Letter Agreement. The scheduled delivery position of each *** Aircraft listed in Attachment A provides the delivery schedule in *** consisting of a ***. No later than *** of Customer’s first *** Aircraft in each calendar year, Boeing will provide written notice with a *** Attachment A of the scheduled delivery *** for each *** Aircraft with a *** in such calendar year.
3.Configuration.
3.aSubject to the provisions of Article 3.2, below, the configuration for the *** Aircraft will be the Detail Specification for Boeing Model 737-*** aircraft, at the revision level in effect at the time of Definitive Agreement (as defined below). Such Detail Specification *** applicable to the Detail Specification that are developed by Boeing between the *** (as defined below) and the signing of the Definitive Agreement, (ii) changes required to obtain required regulatory certificates, and (iii) other changes as mutually agreed.
3.bSubject to ***, the *** Aircraft ***, provided that it can achieve the *** which would result pursuant to the provisions of Article 3.1.
4.Price.
4.a.The Airframe Price and *** Features Prices for each of the *** Aircraft is identified in Attachment A to this Letter Agreement.  ***.
4.b.The Airframe Price, *** Features Prices, and Aircraft *** Price for each of the *** Aircraft shall be adjusted in accordance with the terms set forth in ***.
4.c.The *** Price shall be developed in accordance with the terms of the Purchase Agreement and determined at the time of Definitive Agreement.
UAL-PA-04761-LA-1807022R7    SA-12
*** Aircraft – 737-***    Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_029.jpg

5.Payment.
1.a***
1.bNotwithstanding the amount shown in Attachment A, the *** Deposit will be *** for each *** Aircraft.
1.cAt Definitive Agreement for the *** Aircraft, *** will be *** as specified in the Purchase Agreement. The remainder of the Aircraft Price for the *** Aircraft will be ***.
6.***
6.aCustomer may *** by giving written notice to Boeing
6.1.iSubject to ***, on or before the date ***; or
6.1.iiOn or on or before the date *** (the date in Section 6.1.1 and in Section 6.1.2, as applicable, are referred to herein as the *** Date).
6.bAfter receipt of Customer’s ***.
6.c***
7.Definitive Agreement.
Following Customer’s *** the parties will sign a definitive agreement for the purchase of such *** Aircraft (Definitive Agreement) within ***. The Definitive Agreement will include the provisions of the Purchase Agreement as modified to reflect the provisions of this Letter Agreement. In the event the parties have not entered into a Definitive Agreement within ***, either party ***. If Customer and Boeing fail to enter into the Definitive Agreement, Boeing ***.    
8.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04761-LA-1801472, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or in part.
9.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04761-LA-1801470.
Very truly yours,

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact

UAL-PA-04761-LA-1807022R7    SA-12
*** Aircraft – 737-***        Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_029.jpg


ACCEPTED AND AGREED TO this
Date:December 12, 2022
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Executive Vice President and Chief Financial Officer

UAL-PA-04761-LA-1807022R7    SA-12
*** Aircraft – 737-***        Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_029.jpg

Attachment A-1 to Letter Agreement No. UAL-PA-04761-LA-1807022R7
*** 737-*** Aircraft Delivery, Description, Price and ***
Airframe Model/MTOW:737-****** pounds^Detail Specification:***
Engine Model/Thrust:****** pounds+Airframe Price Base Year/*** Formula:******
Airframe Price:***Engine Price Base Year/*** Formula:******
*** Features:***
Sub-Total of Airframe and Features:***Airframe *** Data:
Engine Price (Per Aircraft):***Base Year Index (ECI):***
Aircraft Basic Price (Excluding BFE/SPE):***Base Year Index (CPI):***
Buyer Furnished Equipment (BFE) Estimate:***
Seller Purchased Equipment (SPE) Estimate:***
Deposit per Aircraft:***
New***Delivery DateNumber of Aircraft*** Factor (Airframe)*********Actual or Nominal Delivery ****** Estimate *** Base Price Per A/P*** Per Aircraft (Amts. Due/*** Prior to Delivery):
************
************
************************************************
***Total:***
* ***
^ - ***
+ - ***
UAL-PA-04761-LA-1807022R7    SA-12
*** Aircraft – 737-***        Page 4
BOEING / UNITED AIRLINES, INC. PROPRIETARY
    The Boeing Company
    P.O. Box 3707
    Seattle, WA 98124 2207


UAL-PA-04761-LA-1807490R2
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    737-*** Aircraft and 737-*** Aircraft ***
Reference:    Purchase Agreement No. PA-04761 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 737 MAX aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. This Letter Agreement supersedes and replaces in its entirety Letter Agreement UAL-PA-04761-LA-1807490R1.
1.Definitions.
*** Notice means the written communication provided by Boeing to Customer in accordance with the requirements of Article 4.1, below.
Program Aircraft means each 737-*** Aircraft and 737-*** Aircraft under the Purchase Agreement.
2.Applicability.
Notwithstanding any other provision of the Purchase Agreement to the contrary, the parties agree that the *** for the Airframe Price and *** Features Prices for each Program Aircraft shall be determined in accordance with this Letter Agreement.
3.***
Boeing will release an *** in *** of each year based on Boeing’s ***. Only one *** shall be used to conduct the *** analysis performed in accordance with Article 4.1, below, for a given Program Aircraft. The *** applicable to a given Program Aircraft is set forth in Attachment A.
4.***
4.a***
4.1.i***
4.1.ii***
4.1.iii***
4.1.ivIn the event that Boeing *** either the *** Notice as detailed in Article 4.1.2 or Article 4.1.3 and Customer ***, then Customer *** the Purchase Agreement with respect to such affected Program Aircraft.
4.bIf Boeing provides Customer the *** described in Article 4.1.2 or Article 4.1.3 above, then Customer shall notify Boeing *** contained in Articles 4.1.2, 4.1.3, or 4.1.4 above within *** of its receipt of the *** Notice from Boeing. In the event Customer *** in accordance with Article 4.1.4 above, then Boeing ***.
UAL-PA-04761-LA-1807490R2    SA-12
Escalation-Banded Fixed Program 737-8 & 737-9 Aircraft    Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_031.jpg


i.Within *** of Boeing’s receipt of *** notice for any such *** Program Aircraft under Article 4.2 above, Boeing *** written notice to Customer ***.
ii.Should Customer *** any notice to Boeing in accordance with Article 4.2 above, then the *** for such Program Aircraft shall be calculated in accordance with Article 4.1.2.
4.cIn the event that the *** of a Program Aircraft that is subject to either Article 4.1.1, Article 4.1.2 or Article 4.1.3 above, *** applicable to such Program Aircraft will be determined pursuant to Article 5 below.
5.***
6.***
7.Applicability to ***.
The ***, identified in the Purchase Agreement as subject to *** pursuant to Supplemental Exhibit AE1, and which pertains to the Program Aircraft ***.
8.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04761-LA-1801472, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
9.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04761-LA-1801470.
Very truly yours,

THE BOEING COMPANY
By/s/ Irma L. Krueger
ItsAttorney-in-Fact

UAL-PA-04761-LA-1807490R2    SA-12
*** 737-*** & 737-*** Aircraft    Page 2
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_031.jpg


ACCEPTED AND AGREED TO this
Date:December 12, 2022
UNITED AIRLINES, INC.
By/s/ Gerald Laderman
Its
Executive Vice President Finance and Chief Financial Officer


UAL-PA-04761-LA-1807490R2    SA-12
*** 737-*** & 737-*** Aircraft    Page 3
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_031.jpg


ATTACHMENT A
*** & *** Notice Date

***
Applicable to Program Aircraft Delivering in Time Period
*** Notice Date
*********


UAL-PA-04761-LA-1807490R2    SA-12
*** 737-*** & 737-*** Aircraft    Page 4
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_031.jpg


ATTACHMENT B
***

************
************



UAL-PA-04761-LA-1807490R2    SA-12
*** 737-*** & 737-*** Aircraft    Page 5
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image7.jpg
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207




UAL-PA-04761-LA-2100718R4
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    *** Aircraft and ***Special Matters
Reference:    Purchase Agreement No. 04761 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 737 MAX aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. This Letter Agreement supersedes and replaces in its entirety Letter Agreement UAL-PA-04761-LA-2100718R3 dated November 29, 2022.
1.Definitions.
*** Aircraft shall be comprised of each of the following Aircraft
(a)each of the *** 737-*** Aircraft specified in Table 1 titled “*** 737-*** Aircraft Delivery, Description, Price and ***” as of the date of this Letter Agreement (each an *** 737-*** Aircraft);
(b)each of the *** 737-*** Aircraft specified in Table 1 titled “737-*** Aircraft Delivery, Description, Price and ***” as of the date of this Letter Agreement (each an *** 737-*** Aircraft);
(c)each of the *** 737-*** Aircraft specified in Table 1 titled “*** 737-*** Aircraft Delivery, Description, Price and ***” (*** 737-*** Aircraft);
(d)each of the *** 737-*** Aircraft specified in Table 1 titled “*** 737-*** Aircraft Delivery, Description, Price and ***” as of the date of this Letter Agreement (each a *** 737-*** Aircraft);
(e)each 737-*** Aircraft resulting from Customer’s *** in any of the *** 737-*** Aircraft scheduled for delivery in *** pursuant to Letter Agreement LA-***, including successors thereof, titled “*** Aircraft – 737-***” shall be a *** 737-*** Aircraft); and
(f)each 737-*** Aircraft resulting from Customer’s *** Rights pursuant to Letter Agreement LA- 22005995, including successors thereof, titled “*** Rights” shall be a *** 737-*** Aircraft.
2.*** for the *** 737-*** Aircraft.
In addition to the *** specified in Sections 1.3 and 1.4 of Letter Agreement UAL-PA-04761-LA-1801467R6, including successors thereof, titled “Special Matters - MAX Aircraft” (MAX Special Matters Letter), at the time of delivery of each *** 737-*** Aircraft, Boeing shall ***.
3.Special Provisions for the *** 737-*** Aircraft.
3.aIn addition to the *** specified in Section 1.1 of the MAX Special Matters Letter, each *** 737-*** Aircraft will be eligible for the *** provided in this Section 3.
UAL-PA-04761-LA-2100718R4    SA-12
Certain Special Matters for the *** Aircraft    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY

image_15.jpg
3.bCustomer has requested *** from Boeing on the ***.
3.cIn response to Customer’s requests ***.
3.dAs specified in Section 3.3, Customer shall purchase *** Aircraft specified in Attachment A to this Letter Agreement ***.
***

4.***
5.***
6.***
7.***
8.Assignment.
Unless otherwise noted herein, the *** described in this Letter Agreement ***. Except as provided in Letter Agreement No. UAL-PA-04761-LA-1801472, this Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing. ***
9.Confidentiality.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04761-LA-1801470.

Very truly yours,
THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact

UAL-PA-04761-LA-2100718R4    SA-12
Certain Special Matters for the *** Aircraft    Page 2
BOEING/UNITED AIRLINES, INC. PROPRIETARY

image_15.jpg
ACCEPTED AND AGREED TO this
Date:December 12, 2022
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Executive Vice President and Chief Financial Officer


UAL-PA-04761-LA-2100718R4    SA-12
Certain Special Matters for the *** Aircraft    Page 3
BOEING/UNITED AIRLINES, INC. PROPRIETARY

Attachment A
Aircraft Eligible for Section 3.4 ***
The Aircraft in the table below are *** for Section 4 *** in accordance with the terms and conditions of Section 3.4 of this Letter Agreement.

***
***
***





***
***





***
******
***
***

Attachment A to UAL-PA-04761-LA-2100718R4         SA-12
Certain Special Matters for the *** Aircraft    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY

Attachment A, continued: Summary of All Available *** for Aircraft Eligible for Section 3.4 ***

***
***
***
***
***
***
******

Attachment A to UAL-PA-04761-LA-2100718R4    SA-12
Certain Special Matters for the *** Aircraft    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
Attachment A, continued
Aircraft Eligible for Section 3.4 Credit Memoranda

Attachment A to UAL-PA-04761-LA-2100718R4    SA-12
Certain Special Matters for the Incremental Aircraft    Page 2
BOEING/UNITED AIRLINES, INC. PROPRIETARY

Attachment B: Summary of Available *** for *** 737-*** Aircraft and *** Aircraft

***
***
***
***
***
***
***
***
***
***
***
******
***
***

#- ***
+- ***
*-***
Attachment B to UAL-PA-04761-LA-2100718R4    SA-12
Certain Special Matters for the *** Aircraft    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY

image7.jpg
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207


image_032.jpgUAL-PA-04761-LA-2103236R1
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    *** – 737-*** Aircraft ***
References:    1)    Purchase Agreement No. 04761 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 737 MAX aircraft (Aircraft), including Letter Agreement No. UAL-PA-04761-LA-1801468 entitled “***” (*** Letter Agreement) and Letter Agreement No. UAL-PA-04761-LA-2100718R4 entitled “*** Aircraft and *** Matters” (*** Aircraft Letter Agreement); and
2)    Aircraft General Terms Agreement dated as of October 10, 1997 between the parties, identified as AGTA-CAL (AGTA)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. This Letter Agreement supersedes and replaces in its entirety Letter Agreement UAL-PA-04761-LA-2103236 dated June 27, 2021.
Definition of Terms:
    ***
1.***
2.***
3.***
4.***
5.***
6.***
7.***
8.***
9.***
10.***
UAL-PA-04761-LA-2103236R1    SA-12
*** – 737-*** Aircraft ***    Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETERY
image_15.jpg


11.***
12.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04761-LA-1801472, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
13.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04761-LA-1801470.
Very truly yours,

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact

UAL-PA-04761-LA-2103236R1    SA-12
*** – 737-*** Aircraft ***    Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_15.jpg



ACCEPTED AND AGREED TO this
Date:December 12, 2022
UNITED AIRLINES, INC.
By;/s/ Gerald Laderman
Its:Executive Vice President and Chief Financial Officer



UAL-PA-04761-LA-2103236R1    SA-12
*** – 737-*** Aircraft ***    Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_15.jpg




Exhibit A: 737-*** Program Update
Form that the 737-*** Program Update will take is a periodic conference call:
Unless otherwise agreed by the parties, ***, with presentation materials to be circulated after such call.
UAL-PA-04761-LA-2103236R1    SA-12
*** – 737-*** Aircraft ***    Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY


image7.jpg
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207



UAL-PA-04761-LA-22005995
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    *** Rights
Reference:    Purchase Agreement No. 04761 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 737 MAX aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
1.Right to *** Aircraft.
Subject to the terms and conditions contained herein, in addition to the Aircraft described in Table 1 to the Purchase Agreement as of the date of execution of this Letter Agreement, Customer will have the right to *** Boeing Model 737-*** aircraft as *** right aircraft (*** Right Aircraft).
2.Delivery.
The *** Right Aircraft are *** available position taking into account *** for delivery no later than ***. (Delivery Period) as identified in Attachment A to this Letter Agreement. The delivery *** are subject to the *** as provided for the *** Aircraft.
3.Configuration.
3.aSubject to the provisions of Article 3.2, below, the configuration for the *** Right Aircraft will be the *** for Model 737-*** aircraft at the *** at the time of the Notice of *** and described in Attachment A to this Letter Agreement. Such *** will be *** applicable to such *** that are *** between the date of such *** and the signing of the Definitive Agreement (as defined below), ***, and ***.
3.bBoeing *** to configure the Purchase *** Aircraft starting from a ***, provided that it can achieve the *** which would result pursuant to the provisions of Article 3.1
4.Price.
4.a.The Airframe Price and *** Features Prices for each of the *** Right Aircraft is identified in Attachment A to this Letter Agreement.  The Airframe Price and *** Features Prices that will be identified in the Definitive Agreement for the *** Right Aircraft *** (i) the Airframe Price and *** Features Prices as of the date of execution of the Purchase Agreement for the ***Aircraft, and (ii) for any *** between the date of execution of the Purchase Agreement for the ***Aircraft and the date of execution of the Definitive Agreement for the *** Right Aircraft, the *** Features Prices associated with *** will be those first ***.  For the avoidance of doubt, *** Features Prices that are *** as of the date of execution of the Purchase
UAL-PA-04761-LA-22005995    SA-12
*** Rights    Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_029.jpg





Agreement for the ***Aircraft will be adjusted to the *** as the *** Features Prices for the *** Aircraft in accordance with *** Boeing uses to establish the base year Airframe Price for its aircraft.  The resulting Airframe Price and *** Features Prices for the *** Right Aircraft *** in accordance with Supplemental Exhibit AE1.  Boeing represents that the *** provided in this Article 4.1 are consistent with the terms of ***.
4.b.The Airframe Price, *** Price, if applicable, *** Features Prices, and Aircraft Basic Price for each of the *** Right Aircraft will be *** in accordance with the terms set forth in Article 2.1.5 of the AGTA.
4.c.The *** Price shall be developed in accordance with the terms of the Purchase Agreement and determined at the time of Definitive Agreement.
5.Payment.
Subject to the terms and conditions of UAL-PA-04761-LA-1801463R5:
1.aCustomer will pay *** to Boeing in the amount shown in Attachment A for each *** Right Aircraft *** Right ***, on the date of execution of this Letter Agreement. If Customer *** a *** Right, the *** Right *** will be *** for such *** Right Aircraft. If there are *** Rights on ***, then Boeing will ***Right *** Right(s) and apply it, ***, to *** on any Boeing aircraft as ***.
1.bNotwithstanding the amount shown in Attachment A, the ***Right *** will be *** for each *** Right.
1.cAt Definitive Agreement, *** will be payable as set forth in Table 1 of the Purchase Agreement. The *** of the Aircraft Price for each *** Right Aircraft *** at the time of delivery. The *** Base Price used to determine the *** will be developed in accordance with the terms of the Purchase Agreement and determined at the time of Definitive Agreement.
6.***
Customer *** a *** Right by giving written notice to Boeing on or before the first day of the *** prior to the desired delivery month within the Delivery Period, specifying the desired *** of delivery within the Delivery Period (***). Such *** will be *** to the account specified below, of Boeing’s *** for Model 737 aircraft (Deposit) for each *** Right Aircraft subject to the ***. The Deposit will be ***.

***
At the time of its receipt of each ***, Boeing will advise Customer as to the availability of the ***.
UAL-PA-04761-LA-22005995    SA-12
*** Rights    Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_029.jpg





7.Definitive Agreement.
Following Customer’s *** of a *** Right in accordance with the terms and conditions stated herein and Boeing’s identification of an *** acceptable to Customer, the parties will sign a definitive agreement for the purchase of such *** Right Aircraft (Definitive Agreement) ***. The Definitive Agreement will include the provisions of the Purchase Agreement as modified to reflect the provisions of this Letter Agreement and other terms and conditions as may be ***.
8.General ***.
Each *** Right *** at the time of execution of the Definitive Agreement for the applicable *** Right Aircraft, or, *** due to the requirements in Section 6 of the Letter Agreement.
9.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04761-LA-1801472, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
10.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04761-LA-1801470.
Very truly yours,

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-In-Fact

UAL-PA-04761-LA-22005995    SA-12
*** Rights    Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_029.jpg





ACCEPTED AND AGREED TO this
Date:December 12, 2022
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Executive Vice President and Chief Financial Officer






PART 1: PROVISIONS APPLICABLE TO
ORIGINAL DEFERRAL ELIGIBLE AIRCRAFT
UAL-PA-04761-LA-22005995    SA-12
*** Rights    Page 4
BOEING / UNITED AIRLINES, INC. PROPRIETARY
Attachment A to Letter Agreement No. UAL-PA-04761-LA-22005995
*** 737-*** Rights
Airframe Model/MTOW:
737-***
*** pounds
^Detail Specification:***
Engine Model/Thrust:***
*** pounds
+
Airframe Price Base Year/*** Formula: ***
***
Airframe Price:***
Engine Price Base Year/*** Formula: ***
***
*** Features:
******
Sub-Total of Airframe and Features:***
Airframe *** Data:
Engine Price (Per Aircraft):***Base Year Index (ECI):***
Aircraft Basic Price (Excluding BFE/SPE):***Base Year Index (CPI):***
Buyer Furnished Equipment (BFE) Estimate:******
Seller Purchased Equipment (SPE) Estimate:******
Deposit per Aircraft:***

"^ - ***
+ - ***
Attachment A to UAL-PA-04761-LA-22005995    SA-12
*** Rights    Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY


image7.jpg
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207
UAL-PA-04761-LA-22006107
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    737 MAX Special ***
Reference:    Purchase Agreement No. 04761 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 737 MAX aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
Boeing and Customer wish to enter into an agreement for *** in support of the Aircraft as more specifically provided below.
1.Definitions.
Performance Period shall mean the period beginning ***, as may be *** pursuant to Section 3 herein.
Performance Sub-Period shall mean each of the *** within the Performance Period. The first Performance Sub-Period will end on ***.
*** shall mean mutually agreed ***.
Qualifying Third Party Fees shall mean fees paid by Customer to third party providers for *** provided to Customer during the Performance Period.
2.Commitment.
In further consideration of Customer’s purchase of the SA-12 Aircraft, Boeing agrees to provide *** to Customer during the Performance Period in a value not to exceed a ***.
3.Methods of Performance.
Boeing provided *** shall be spent on *** selected at *** and shall be made available for *** or as *** for *** selected by Customer. Payment shall be made within *** of presentation of ***. The amount made available in any Performance Sub-Period shall be ***, (***). *** amounts from each Annual *** Fund in any of the *** Performance Sub-Periods shall ***. Boeing will advise Customer on or about *** of the amount of any ***Commitment Fund. For clarity, Boeing shall have *** to Customer for any ***Commitment Fund amount ***.
UAL-PA-04761-LA-22006107    SA-12
***    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_029.jpg


Accordingly, Boeing will advise Customer on or about *** of the amount of any *** Commitment Fund.
4.Availability of Boeing *** Services.
Following the execution of this Letter Agreement, a Boeing *** representative will meet with Customer’s designated representative to (i) ***.
5.Confidentiality.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04761-LA-1801470.
6.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04761-LA-1801472, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below.

Very truly yours,
THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact

UAL-PA-04761-LA-22006107    SA-12
MAX Special ***    Page 2
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_029.jpg


ACCEPTED AND AGREED TO this
Date:December 12, 2022
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Executive Vice President and Chief Financial Officer


UAL-PA-04761-LA-22006107    SA-12
MAX Special ***    Page 3
BOEING/UNITED AIRLINES, INC. PROPRIETARY
 EX-10.92 7 ual_12312210kex1092.htm EX-10.92 Document
Exhibit 10.92
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
PURCHASE AGREEMENT NUMBER 04815

between

THE BOEING COMPANY

and

UNITED AIRLINES, INC.

relating to

BOEING MODEL 787 AIRCRAFT

UAL-PA-04815    Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY

PURCHASE AGREEMENT NO. 04815

between

THE BOEING COMPANY

and

UNITED AIRLINES, INC.

This Purchase Agreement No. 04815 between The Boeing Company, a Delaware corporation, (Boeing) and United Airlines, Inc., a Delaware corporation, (Customer), dated as of the date executed below (Effective Date), relating to the purchase and sale of Model 787 aircraft together with all tables, exhibits, supplemental exhibits, letter agreements and other attachments thereto, if any, (Purchase Agreement) incorporates the terms and conditions (except as specifically set forth below) of the Aircraft General Terms Agreement dated as of October 10, 1997 between the parties, identified as AGTA-CAL (AGTA).
1.Quantity, Model and Description.
The aircraft to be delivered to Customer will be designated as Model 787-*** aircraft, model 787-*** or model 787-*** (Aircraft). Boeing will manufacture and sell to Customer Aircraft conforming to the configuration described in Exhibit A in the quantities listed in Table 1 to the Purchase Agreement.
2.Delivery Schedule.
The scheduled months of delivery of the Aircraft are listed in the attached Table 1. The scheduled delivery month for any Aircraft may be *** with *** by Boeing to Customer (Delivery ***). If the scheduled delivery month is ***, then only those obligations to be performed under the Purchase Agreement after the Delivery *** will be performed to the *** delivery month. Exhibit B describes certain responsibilities for both Customer and Boeing in order to accomplish the delivery of the Aircraft.
3.Price.
3.aAircraft Basic Price. The Aircraft Basic Price is listed in Table 1 and is subject to *** in accordance with the terms of this Purchase Agreement.
3.b*** Payment Base Prices. The *** Payment Base Prices listed in Table 1 were calculated utilizing the *** on the date of this Purchase Agreement *** to the month of scheduled delivery
UAL-PA-04815    Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY

4.Payment.
4.aBoeing acknowledges receipt of a deposit in the amount shown in Table 1 for each Aircraft (Deposit).
4.bThe standard *** payment schedule for the Model 787 aircraft requires Customer to make certain *** payments, expressed in a percentage of the *** Base Price of each Aircraft beginning with a payment of *** percent (***%), less the Deposit, due within *** of the Effective Date. Additional *** payments for each Aircraft are due as specified *** of the months listed in the attached Table 1.
4.cFor any Aircraft whose scheduled month of delivery is less than *** from the Effective Date, the total amount of *** payments due within *** of the Effective Date will include all *** payments which are past due in accordance with the standard *** payment schedule set forth in paragraph 4.2 above.
4.dCustomer will pay the balance of the Aircraft Price of each Aircraft ***.
5.Additional Terms.
5.aAircraft Information Table. Table 1 consolidates information contained in Articles 1, 2, 3 and 4 with respect to (i) quantity of Aircraft, (ii) applicable Detail Specification, (iii) month and year of scheduled deliveries, (iv) Aircraft Basic Price, (v) applicable *** factors and (vi) *** Payment Base Prices and *** payments and their schedules.
5.b***. Supplemental Exhibit AE1 contains the applicable *** formula.
5.cBuyer Furnished Equipment Variables. Supplemental Exhibit BFE1 contains supplier selection dates, on-dock dates and other variables applicable to the Aircraft.
5.dCustomer Support Variables. Information, training, services and other things furnished by Boeing in support of introduction of the Aircraft into Customer’s fleet are described in Supplemental Exhibit CS1. Supplemental Exhibit CS1 supersedes in its entirety Exhibit B to the AGTA, and, for clarity, all references to Exhibit B to the AGTA will be deemed to refer to Supplemental Exhibit CS1 to the Purchase Agreement. If Customer obtains, or is set to obtain, duplicative training and planning assistance from that specified in Supplemental Exhibit CS1, then Boeing may adjust Supplemental Exhibit CS1 accordingly.
5.eEngine *** Variables. Supplemental Exhibit EE1 contains the applicable engine *** formula, the engine warranty *** for the Aircraft, describes the applicable engine *** formula and contains the engine warranty *** for the Aircraft.
5.fService Life Policy Component Variables. Supplemental Exhibit SLP1 lists the SLP Components covered by the Service Life Policy for the Aircraft.
5.gPublic Announcement. Boeing and Customer reserve the right to make a public announcement regarding Customer’s purchase of the Aircraft upon approval of their respective press release by the other party’s public relations department or other authorized representative.
UAL-PA-04815    Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY

5.hNegotiated Agreement; Entire Agreement. This Purchase Agreement, including the provisions of Article 8.2 of the AGTA relating to insurance, and Article 11 of Part 2 of Exhibit C of the AGTA relating to DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES, has been the subject of discussion and negotiation and is understood by the parties; and the Aircraft Price and other agreements of the parties stated in this Purchase Agreement were arrived at in consideration of such provisions. This Purchase Agreement, including the AGTA, contains the entire agreement between the parties and supersedes all previous proposals, understandings, commitments or representations whatsoever, oral or written, and may be changed only in writing signed by authorized representatives of the parties.
AGREED AND ACCEPTED this 31st day of May of 2018:




THE BOEING COMPANYUNITED AIRLINES, INC.
/s/ Irma L. Krueger/s/ Gerald Laderman
SignatureSignature
Irma L. KruegerGerald Laderman
Printed NamePrinted Name


Attorney-in-Fact

Senior Vice President Finance and
acting Chief Financial Officer
TitleTitle

TABLE OF CONTENTS

ARTICLES
SA NUMBER
Article 1.Quantity, Model and Description
Article 2.Delivery Schedule
Article 3.Price
Article 4.Payment
UAL-PA-04815    Page 4
BOEING / UNITED AIRLINES, INC. PROPRIETARY

Article 5.Additional Terms
TABLE
1.
787-*** Aircraft Delivery, Description, Price and ***
EXHIBITS
A
787-*** Aircraft Configuration
A2
787-*** Aircraft Configuration
B.
Aircraft Delivery Requirements and Responsibilities
SUPPLEMENTAL EXHIBITS
AE1.
***/Airframe and *** Features for the 787 Aircraft
BFE1.
BFE Variables 787-*** Aircraft
CS1.
Customer Support Document
EE1.
Engine ***, Engine Warranty ***
SLP1.
Service Life Policy Components
TABLE OF CONTENTS, CONTINUED

LETTER AGREEMENTS
SA NUMBER
LA-1802881Open Configuration Matters
LA-1802882
Special Matters Relating to COTS Software and End User License Agreements
LA-1802883
Installation of Cabin Systems Equipment
UAL-PA-04815    Page 5
BOEING / UNITED AIRLINES, INC. PROPRIETARY

LA-1802884
Model 787 Post-Delivery Software & Data Loading
LA-1802885
Aircraft Model ***
Attachment A, 787-*** Airframe Pricing of *** Aircraft with ***
Attachment B, 787-*** with ***
Attachment C, 787-*** with ***
LA-1802886Special Matters
LA-1802887***
LA-1802888
*** for 787-*** Aircraft
LA-1802889Demonstration Flight Waiver
LA-1802890Privileged and Confidential Matters
LA-1802891
787-***
LA-1802892787 Special Terms – Seats
LA-1802893AGTA Matters
LA-1802894Assignment Matters
LA-1802895
*** Matters
LA-1802896Model 787 e- Enabling
TABLE OF CONTENTS, CONTINUED

LETTER AGREEMENTS
SA NUMBER
LA-1802897
*** Aircraft
Attachment A-1, 787-***with *** Engines: *** Aircraft Delivery, Description, Price and ***
Attachment A-2, 787-***with *** Engines: *** Aircraft Delivery, Description, Price and ***
LA-1802898
*** Rights for Certain 787 Aircraft

UAL-PA-04815    Page 6
BOEING / UNITED AIRLINES, INC. PROPRIETARY

Table 1 to Purchase Agreement No. 04815
787-*** Aircraft Delivery, Description, Price and ***
(787-***)
Airframe Model/MTOW:787-****** pounds1Detail Specification:***4Q15 External Fcst
Engine Model/Thrust:****** pounds2Airframe Price Base Year/*** Formula:******
Airframe Price:$***Engine Price Base Year/*** Formula:******
*** Features:$***3
Sub-Total of Airframe and Features:$***Airframe *** Data:
Engine Price (Per Aircraft):$***2Base Year Index (ECI):***
Aircraft Basic Price (Excluding BFE/SPE):$***Base Year Index (CPI):***
Buyer Furnished Equipment (BFE) Estimate:$***Engine *** Data:
In-Flight Entertainment (IFE) Estimate:$***Base Year Index (ECI):***
Deposit per Aircraft:$***4Base Year Index (CPI):***
# of AircraftDelivery DateNumber of Aircraft*** Factor (Airframe)*** Factor (Engine)*** Forecast***Estimate*** Base
Price Per A/P		*** Per Aircraft (Amts. Due/*** Prior to Delivery):
************
*********************************
Total:***
1 ***
2 Engine model, thrust and pricing are ***
3 *** Letter Agreement UAL-PA-04815-LA-1802881 entitled "Open Configuration Matters"
4 Amount is as of the Effective Date
UAL-PA-04815    Page 7
BOEING / UNITED AIRLINES, INC. PROPRIETARY

AIRCRAFT CONFIGURATION

between

THE BOEING COMPANY

and

UNITED AIRLINES, INC.

EXHIBIT A to PURCHASE AGREEMENT NUMBER 04815


UAL-PA-04815-EXA    Page 1
BOEING PROPRIETARY

EXHIBIT A

AIRCRAFT CONFIGURATION

relating to

BOEING MODEL 787-*** AIRCRAFT


The Airframe Price in Table 1 ***specified in Attachment 1 to this Exhibit A *** to the provisions of Letter Agreement UAL-PA-04815-LA-1802881 to the Purchase Agreement, entitled “Open Configuration Matters”.

UAL-PA-04815-EXA    Page 2
BOEING PROPRIETARY


787-*** AIRCRAFT CONFIGURATION

between

THE BOEING COMPANY

and

UNITED AIRLINES, INC.


Exhibit A2 to Purchase Agreement Number 04815 for


787-*** Aircraft with ***




P.A. No. 04815    A2    SA-9
PA_Exhibit_A2        Rev.: 10/3/07
BOEING PROPRIETARY

Exhibit A2 to
Purchase Agreement No. 04815
Page 2






AIRCRAFT CONFIGURATION


relating to


BOEING MODEL 787-*** AIRCRAFT




The Detail Specification is Boeing document entitled ***. The Detail Specification provides further description of Customer’s configuration set forth in this Exhibit A and ***. As soon as practicable, Boeing will furnish to Customer copies of the Detail Specification, which copies will reflect such ***.

There is ***.







P.A. No. 04815    A2-2    SA-9
PA_Exhibit_A2        Rev.: 10/3/07
BOEING PROPRIETARY

Exhibit A2 to
Purchase Agreement No. 04815
Page 3

*** Number
Title
***
Price/787-*** Aircraft ***
***
Price/787-*** Aircraft ***
************

P.A. No. 04815    A2-3    SA-9
PA_Exhibit_A2        Rev.: 10/3/07
BOEING PROPRIETARY


AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES

between

THE BOEING COMPANY

and

UNITED AIRLINES, INC.

EXHIBIT B to PURCHASE AGREEMENT NUMBER  04815

UAL-PA-04815-EXB    Page 1
BOEING PROPRIETARY


EXHIBIT B

AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES

relating to

BOEING MODEL 787 AIRCRAFT
Both Boeing and Customer have certain documentation and approval responsibilities at various times during the construction cycle of Customer’s Aircraft that are critical to making the delivery of each Aircraft a positive experience for both parties. This Exhibit B documents those responsibilities and indicates recommended completion deadlines for the actions to be accomplished. If Customer fails to meet any particular deadline for an Aircraft, such failure shall not be deemed a breach of the Purchase Agreement provided that Customer promptly contacts Boeing to negotiate and agree upon a later deadline that will not interrupt Boeing's manufacturing operations nor cause a delay in delivery of the affected Aircraft.
1.GOVERNMENT DOCUMENTATION REQUIREMENTS.
Certain actions are required to be taken by Customer *** of the scheduled delivery month of each Aircraft with respect to obtaining certain government issued documentation.
1.aAirworthiness and Registration Documents. Not later than *** prior to delivery of each Aircraft, Customer will notify Boeing of the registration number to be painted on the side of the Aircraft. In addition, and not later than *** prior to delivery of each Aircraft, Customer will, by letter to the regulatory authority having jurisdiction, authorize the temporary use of such registration numbers by Boeing during the pre-delivery testing of the Aircraft.
Customer is responsible for furnishing any temporary or permanent registration certificates required by any governmental authority having jurisdiction to be displayed aboard the Aircraft after delivery.
1.bCertificate of Sanitary Construction.
1.1.iU.S. Registered Aircraft. Boeing will obtain from the United States Public Health Service, a United States Certificate of Sanitary Construction to be displayed aboard each Aircraft after delivery to Customer. The above Boeing obligation only applies to commercial passenger-configured aircraft.
1.1.iiNon-U.S. Registered Aircraft. If, for any Customer non-U.S. registered Aircraft, Customer requires a United States Certificate of Sanitary Construction at the time of delivery of the Aircraft, Customer will give written notice thereof to Boeing at least *** prior to delivery. Boeing will then use commercially reasonable efforts to obtain the Certificate from the United
UAL-PA-04815-EXB    Page 2
BOEING PROPRIETARY

States Public Health Service and present it to Customer at the time of Aircraft delivery. The above Boeing obligation only applies to ***.
1.cCustoms Documentation.
1.1.iImport Documentation. If the Aircraft is intended to be exported from the United States, Customer must notify Boeing not later than *** prior to delivery of each Aircraft of any documentation required by the customs authorities or by any other agency of the country of import.
1.1.iiGeneral Declaration - U.S. If the Aircraft is intended to be exported from the United States, Boeing will prepare Customs Form 7507, General Declaration, for execution by U.S. Customs immediately prior to the ferry flight of the Aircraft. For this purpose, Customer will furnish to Boeing not later than *** prior to delivery all information required by U.S. Customs and Border Protection, including without limitation (i) a complete crew and passenger list identifying the names, birth dates, passport numbers and passport expiration dates of all crew and passengers and (ii) a complete ferry flight itinerary, including point of exit from the United States for the Aircraft.
If Customer intends, during the ferry flight of an Aircraft, to land at a U.S. airport after clearing Customs at delivery, Customer must notify Boeing not later than *** prior to delivery of such intention. If Boeing receives such notification, Boeing will provide to Customer the documents constituting a customs permit to proceed, allowing such Aircraft to depart after any such landing. Sufficient copies of completed Form 7507, along with passenger manifest, will be furnished to Customer to cover U.S. stops scheduled for the ferry flight.
1.1.iiiExport Declaration - U.S. If the Aircraft is intended to be exported from the United States following delivery, and (i) Customer is a non-U.S. customer, Boeing will file an export declaration electronically with U.S. Customs and Border Protection (CBP), or (ii) Customer is a U.S. customer, it is the responsibility of the U.S. customer, as the exporter of record, to file the export declaration with CBP.
2.INSURANCE CERTIFICATES.
Unless provided earlier, Customer will provide to Boeing not later than *** prior to delivery of the first Aircraft, a copy of the requisite annual insurance certificate in accordance with the requirements of Article 8 of the AGTA.
UAL-PA-04815-EXB    Page 3
BOEING PROPRIETARY

3.NOTICE OF FLYAWAY CONFIGURATION.
Not later than *** prior to delivery of the Aircraft, Customer will provide to Boeing a configuration letter stating the requested "flyaway configuration" of the Aircraft for its ferry flight. This configuration letter should include:
(a)the name of the company which is to furnish fuel for the ferry flight and any scheduled post-delivery flight training, the method of payment for such fuel, and fuel load for the ferry flight;
(b)the cargo to be loaded and where it is to be stowed on board the Aircraft, the address where cargo is to be shipped after flyaway and notification of any hazardous materials requiring special handling;
(c)any BFE equipment to be removed prior to flyaway and returned to Boeing BFE stores for installation on Customer's subsequent Aircraft;
(d)a complete list of names and citizenship of each crew member and non-revenue passenger who will be aboard the ferry flight; and
(e)a complete ferry flight itinerary.
4.DELIVERY ACTIONS BY BOEING.
1.aSchedule of Inspections. All inspections of the Aircraft by FAA, Boeing, Customer and, if required, U.S. Customs Bureau will be scheduled by Boeing for completion prior to delivery or departure of the Aircraft. Boeing will inform Customer of such schedules.
1.bSchedule of Demonstration Flights. All FAA and Customer demonstration flights will be scheduled by Boeing for completion prior to delivery of the Aircraft.
1.cSchedule for Customer's Flight Crew. Boeing will inform Customer of the date that a flight crew is required for acceptance routines associated with delivery of the Aircraft.
1.dFuel Provided by Boeing. Boeing will provide to Customer, without charge, the amount of fuel shown in U.S. gallons in the table below for the model of Aircraft being delivered and full capacity of engine oil at the time of delivery or prior to the ferry flight of the Aircraft.
Aircraft ModelFuel Provided
787***
1.eFlight Crew and Passenger Consumables. Boeing will provide reasonable quantities of food, trash bags in the galleys, coat hangers, towels, toilet tissue, drinking cups and soap for the first segment of the ferry flight for the Aircraft.
1.fDelivery Papers, Documents and Data. Boeing will have available at the time of delivery of the Aircraft certain delivery papers, documents and data for execution and delivery. If the Aircraft will be registered with the FAA, Boeing will pre-position in ***, for filing with the FAA at the time of delivery of the Aircraft an executed original Form 8050-2, Aircraft Bill of Sale, indicating transfer of title to the Aircraft from Boeing to Customer.
UAL-PA-04815-EXB    Page 4
BOEING PROPRIETARY

1.gDelegation of Authority. If specifically requested in advance by Customer, Boeing will present a certified copy of a delegation of authority, designating and authorizing certain persons to act on its behalf in connection with delivery of the Aircraft.
5.DELIVERY ACTIONS BY CUSTOMER.
1.aAircraft Radio Station License. At delivery Customer will provide its aircraft radio station license to be placed on board the Aircraft following delivery.
1.bAircraft Flight Log. At delivery Customer will provide the aircraft flight log for the Aircraft.
1.cDelegation of Authority. Customer will present to Boeing at delivery of the Aircraft an original or certified copy of Customer's delegation of authority designating and authorizing certain persons to act on its behalf in connection with delivery of the specified Aircraft.
1.dTSA Waiver Approval. Customer may be required to have an approved Transportation Security Administration (TSA) waiver for the ferry flight depending upon the Customer’s en-route stop(s) and destination unless the Customer already has a TSA approved security program in place. Customer is responsible for application of the TSA waiver and obtaining TSA approval. Customer will provide a copy of the approved TSA waiver to Boeing upon arrival at the Boeing delivery center.
1.eElectronic Advance Passenger Information System. Should the ferry flight of an Aircraft leave the United States, the Department of Homeland Security office requires Customer to comply with the Electronic Advance Passenger Information System (eAPIS). Customer needs to establish their own account with US Customs and Border Protection in order to file for departure. A copy of the eAPIS forms is to be provided by Customer to Boeing upon arrival of Customer’s acceptance team at the Boeing delivery center.

UAL-PA-04815-EXB    Page 5
BOEING PROPRIETARY

*** FEATURES
***

between

THE BOEING COMPANY

and

UNITED AIRLINES, INC.

Supplemental Exhibit AE1
to Purchase Agreement Number 04815

UAL-PA-04815-AE1    Page 1
BOEING PROPRIETARY

*** FEATURES
***
relating to
BOEING MODEL 787 AIRCRAFT
1.Formula.
*** and *** Features price *** are used *** to be *** in *** at the signing of this Purchase Agreement *** to be *** at *** for the *** of ***. The Airframe *** will be *** at the time of *** in accordance with the following formula:
***
Where:
***
*** plus the ***
(as set forth in Table 1 of this Purchase Agreement).
***


Where
***    is the ***     
(as set forth in Table 1 of this Purchase Agreement)
***    is the *** value of ***, using ***
***    is the *** value of ***, using ***; and
***    is a *** determined using the ***, calculated by establishing a *** value (expressed as a decimal and rounded to the nearest tenth) using the values for the *** prior to the month of scheduled delivery of the applicable Aircraft. As the *** values are only released on a ***, the value released for the *** will be used for the ***; the value released for the *** will be used for the ***; the value released for the *** will be used for the ***; the value released for the *** will be used for the ***.

***
Where:
***    is the *** (as set forth in Table 1 of this Purchase Agreement)
***    is a *** determined using the ***, calculated as a *** of the released *** (expressed as a decimal and rounded to the nearest tenth) using the values for the *** prior to the *** scheduled delivery of the applicable Aircraft.
As an example, for an Aircraft scheduled to be delivered in the month of ***, the *** of the *** will be utilized in determining the value of *** and ***.
Note:
UAL-PA-04815-AE1    Page 2
BOEING PROPRIETARY

(a)In determining the values of *** and ***, all calculations and resulting values will be expressed as a decimal rounded to the nearest ten-thousandth.
(b)*** is the numeric ratio attributed to *** in the *** formula.
(c)*** is the numeric ratio attributed to *** in the *** formula.
(d)The *** are the actual average values reported by the ***. The actual average values are calculated as a *** of the released *** (expressed as a decimal and rounded to the nearest tenth) using the values for the *** prior to the ***. The applicable base year and corresponding *** is provided by Boeing in Table 1 of this Purchase Agreement.
(e)The final value of *** will be rounded to the nearest dollar.
(f)The *** will not be made if it will *** in the ***.
2.Values to be Used if *** Are Not Available.
1.aIf the *** revises the methodology used for the determination of the values to be used to determine the *** and *** values (in contrast to benchmark adjustments or other corrections of previously released values), or for any reason has not released values needed to determine the applicable ***, the parties will, prior to the delivery of any such Aircraft, select a substitute from other *** or ***. Such substitute will result in the same adjustment, insofar as possible, as would have been calculated utilizing the original values adjusted for fluctuation during the applicable time period. However, if within *** after delivery of the Aircraft, the *** should resume releasing values for the months needed to *** the ***, *** will be used *** or *** in the *** for the *** from that *** at the *** of *** of the ***.
1.bNotwithstanding Article 2.1 above, if prior to the scheduled delivery month of an Aircraft the *** changes the base year for determination of the *** and *** values as defined above, such *** will be *** in the ***.
1.cIn the event *** are made non-enforceable or otherwise rendered void by any agency of the United States Government, the parties agree, to the extent they may lawfully do so, to *** the *** of any *** to *** an *** for *** or *** with the *** of *** of this *** in *** and *** since *** to the *** shown in ***.
1.dIf within *** of Aircraft delivery, the published index values are revised due to an acknowledged error by the *** will be *** (this does not include those values noted as preliminary by the ***). A *** or *** will be issued for *** for the period of original invoice to issuance of *** or ***.
Notes:
(a)The values released by the *** and available to Boeing *** to the first day of the scheduled delivery month of an Aircraft will be used to determine the *** and *** for the applicable months (including those noted as preliminary by the ***) to calculate the *** for the Aircraft invoice at the time of delivery. The values will be considered final and *** will be *** for any *** in ***.
(b)The maximum number of digits to the right of the decimal after rounding utilized in any part of the *** equation will be four (4), where rounding of the fourth digit will be increased to the next highest digit when the 5th digit is equal to five (5) or greater.
UAL-PA-04815-AE1    Page 3
BOEING PROPRIETARY

BUYER FURNISHED EQUIPMENT VARIABLES

between

THE BOEING COMPANY

and

UNITED AIRLINES, INC.

Supplemental Exhibit BFE1
to Purchase Agreement Number  04815

UAL-PA-04815-BFE1    Page 1
BOEING PROPRIETARY

BUYER FURNISHED EQUIPMENT VARIABLES

relating to

BOEING MODEL 787-*** AIRCRAFT

This Supplemental Exhibit BFE1 contains supplier selection dates, on-dock dates and other requirements applicable to the Aircraft.
1.Supplier Selection.
Select and notify Boeing of the suppliers and model/part of the following BFE items by *** of the following ***, unless otherwise indicated:
******
2.On-dock Dates and Other Information.
Unless otherwise indicated, the below “Completion Date” represents the *** of the *** by when the specific milestone must be completed to support the ***.
***
******
***
On or before ***, Boeing will provide to Customer BFE requirements, electronically in My Boeing Fleet (MBF) through My Boeing Configuration (MBC) or by other means, setting forth the items, quantities, technical reviews, on-dock dates, shipping instructions and other requirements relating to the in-sequence installation of BFE. These requirements may be periodically revised by Boeing. Customer and Boeing rights and obligations related to the BFE requirements established in this Supplemental Exhibit BFE1 are set forth in Exhibit A to the AGTA. For planning purposes, the first Aircraft preliminary *** requirements and preliminary on-dock dates for all BFE items are set forth below.
Preliminary On-Dock
Note: All requirements are set forth below.
Unless otherwise noted, the due date is the *** of ***.
*********
***
*********
UAL-PA-04815-BFE1    Page 2
BOEING PROPRIETARY

***
** Needs to be negotiated with *** to support ***. *** is *** between shipsets, in some cases there are *** between shipsets. Cannot *** shipsets *** regardless of ***.
UAL-PA-04815-BFE1    Page 3
BOEING PROPRIETARY

3.    Additional Delivery Requirements - Import.
Customer will be the importer of record (as defined by the U.S. Customs and Border Protection) for all BFE imported into the United States, and as such, it has the responsibility to ensure all of Customer’s BFE shipments comply with U.S. Customs Service regulations. In the event Customer requests Boeing, in writing, to act as importer of record for Customer’s BFE, and Boeing agrees to such request, Customer is responsible for ensuring Boeing can comply with all U.S. Customs Import Regulations by making certain that, at the time of shipment, all BFE shipments comply with the requirements in the “International Shipment Routing Instructions”, including the Customs Trade Partnership Against Terrorism (C-TPAT), as set out on the Boeing website referenced below. Customer agrees to include the International Shipment Routing Instructions, including C-TPAT requirements, in each contract between Customer and BFE supplier.

http://www.boeing.com/companyoffices/doingbiz/supplier_portal/index_general.html
UAL-PA-04815-BFE1    Page 4
BOEING PROPRIETARY

787 CUSTOMER SUPPORT DOCUMENT

between

THE BOEING COMPANY

and

UNITED AIRLINES, INC.

SUPPLEMENTAL EXHIBIT CS1 to PURCHASE AGREEMENT NUMBER 04815

This document contains:

Part 1
Boeing Maintenance and Flight Training Programs;
Operations Engineering Support
Part 2
Field and Engineering Support Services
Part 3
Technical Information and Materials
Part 4
Alleviation or Cessation of Performance
Part 5
Protection of Proprietary Information and Proprietary Materials
P. A. No. 04815    CS1 Page 1
BOEING PROPRIETARY


787 CUSTOMER SUPPORT DOCUMENT

PART 1:    BOEING MAINTENANCE AND FLIGHT TRAINING
PROGRAMS; OPERATIONS ENGINEERING SUPPORT

1.Boeing Training Programs.
Boeing will provide maintenance training, cabin attendant training, and flight training programs to support the introduction of the Aircraft into service as provided in this Supplemental Exhibit CS1.
1.aCustomer is awarded ***points (Training Points); ***. Accordingly, there are a *** from Section 1.1. At any time before *** after delivery of Customer’s last Aircraft (Training Program Period) Customer may exchange Training Points for any of the training courses described on Attachment A at the *** described on Attachment A. At the end of the Training Program Period ***.
2.Training Schedule and Curricula.
4.aCustomer and Boeing will together define and schedule a mutually acceptable plan for the *** programs. At the conclusion of each planning discussion the parties will document Customer’s course selection and training requirements, and, if applicable, Training Point application and remaining Training Point balance.
4.bCustomer may also request training by written notice to Boeing identifying desired courses, dates and locations. Within *** of Boeing’s receipt of such request Boeing will provide written response to Customer confirming whether the requested courses are available at the times and locations requested by Customer.
3.Location of Training.
5.aBoeing will conduct *** at any of its appropriately equipped training facilities. Customer will decide on the location or mix of locations for training, subject to space being available in the desired courses at the selected training facility on the dates desired.
5.bIf requested by Customer, Boeing will conduct training (except *** and courses designated with a *** on Attachment A) at a mutually acceptable alternate training site, subject to the following conditions:
3.2.iCustomer will provide acceptable classroom space and training equipment required to present the courses;
3.2.iiCustomer *** Boeing’s *** for lodging, ground transportation, laundry, baggage handling, communication costs and per diem meal charge for each Boeing instructor for each day, or fraction thereof, that the instructor is away from his home location, including travel time;
3.2.iiiCustomer *** Boeing for *** of *** of training Materials which must be shipped to the alternate training site;
3.2.ivCustomer *** by Boeing and its employees *** Boeing’s providing training at the alternate site or ***; and
3.2.vCustomer ***, if any, which *** of such alternate site.
4.Training Materials.
Training Materials will be provided for each student. Training Materials may be used only for (i) the individual student’s reference during Boeing provided training and for review
P. A. No. 04815    Part 1 of CS1, Page 1
BOEING PROPRIETARY

thereafter and (ii) Customer’s provision of training to individuals directly employed by Customer.
5.Additional Terms and Conditions.
5.aAll training will reflect an airplane configuration defined by (i) Boeing’s standard configuration specification for 787 aircraft, (ii) Boeing’s standard configuration specification for the minor model of 787 aircraft selected by Customer, and (iii) any *** features selected by Customer from Boeing’s standard catalog of *** features. Upon Customer’s request, Boeing may provide training customized to reflect other elements of Customer’s Aircraft configuration subject to a *** and other applicable terms and conditions.
5.bAll training will be provided in the English language. If translation is required, Customer will provide interpreters. Customer *** in Boeing’s standard course length to accommodate translation and ***.
5.cCustomer *** of Customer’s personnel. Boeing *** Customer's personnel between their local lodging and Boeing's training facility.
5.dBoeing ***personnel will not be required to work more than *** will be spent in actual flying (Pilot Day). These foregoing restrictions will not apply to ferry flight assistance or revenue service training services, which will be governed by FAA rules and regulations.
5.eNormal Line Maintenance is defined as line maintenance that Boeing might reasonably be expected to furnish for flight crew training at Boeing’s facility, and *** ground support and Aircraft storage in the open, but *** provision of spare parts. Boeing will provide Normal Line Maintenance services for any Aircraft while the Aircraft is used for *** at Boeing’s facility in accordance with the *** and the Repair Station Operation and ***. Customer *** if *** is conducted elsewhere. Regardless of the location of such training, Customer *** all maintenance items (other than those included in Normal Line Maintenance) required during the training, including, but not limited to, ***.
5.fIf the training is based at Boeing’s facility and the Aircraft is damaged during such training, Boeing *** to the Aircraft as promptly as possible. Customer ***. If Boeing’s ***, Boeing and Customer will ***.
5.gIf the flight training is based at Boeing’s facility, several airports in the surrounding area may be used, at Boeing’s option. Unless otherwise agreed in the flight training planning conference, it will be Customer’s responsibility to make arrangements for the use of such airports.
5.hIf Boeing agrees to make arrangements on behalf of Customer for the use of airports for flight training, Boeing *** with the flight training. At least *** before flight training, Customer *** against which ***. *** to Customer approximately *** after flight training is completed, when all *** have been received and verified. Customer *** to Boeing within *** of the date ***.
5.iIf requested by Boeing, in order to provide the flight training or ferry flight assistance, Customer will make available to Boeing an Aircraft after delivery to familiarize Boeing instructor or ferry flight crew personnel with such Aircraft. If flight of the Aircraft is required for any Boeing instructor or ferry flight crew member to maintain an FAA license for flight proficiency or landing currency, ***.

P. A. No. 04815    Part 1 of CS1, Page 2
BOEING PROPRIETARY

787 CUSTOMER SUPPORT DOCUMENT

PART 2:    FIELD AND ENGINEERING SUPPORT SERVICES

1.Field Service Representation.
Boeing will furnish field service representation to advise Customer with respect to the maintenance and operation of the Aircraft (Field Service Representatives).
1.aField service representation will be available at or near Customer’s main maintenance or engineering facility beginning before the scheduled delivery *** of the first Aircraft and ending *** after delivery of the last Aircraft covered by a specific purchase agreement.
1.bCustomer will provide*** to Boeing, suitable enclosed office space with walls and a lockable door that is separated from other OEMs and the airline, located at the Customer’s facility or other site as mutually agreed. Customer will provide the necessary infrastructure (i.e. local area network (LAN) lines) to enable wired high-speed internet capability in the office. As required, Customer will assist each Field Service Representative with visas, work permits, customs, mail handling, identification passes and formal introduction to local airport authorities.
1.cBoeing’s Field Service Representatives are assigned to various airports and other locations around the world. Whenever Customer’s Aircraft are operating through any such airport, the services of Boeing’s Field Service Representatives are available to Customer.
2.Engineering Support Services.
4.aBoeing will, if requested by Customer, provide technical advisory assistance from the Puget Sound area or a base designated by Customer as appropriate for any Aircraft or Boeing Product (as defined in Part 1 of Exhibit C of the AGTA). Technical advisory assistance provided will include:
i.Analysis of the information provided by Customer to determine the probable nature and cause of operational problems and a suggestion of possible solutions.
ii.Analysis of the information provided by Customer to determine the nature and cause of unsatisfactory schedule reliability and a suggestion of possible solutions.
iii.Analysis of the information provided by Customer to determine the nature and cause of unsatisfactory maintenance costs and a suggestion of possible solutions.
iv.Analysis and commentary on Customer’s engineering releases relating to structural repairs *** Boeing’s Structural Repair Manual including those repairs requiring advanced composite structure design.
v.Analysis and commentary on Customer’s engineering proposals for changes in, or replacement of, systems, parts, accessories or equipment manufactured to Boeing’s detailed design. Boeing will not analyze or comment on any major structural change unless Customer’s request for such analysis and comment includes complete detailed drawings, substantiating information (including any information required by applicable government agencies), all stress or other appropriate analyses, and a specific statement from Customer of the substance of the review and the response requested.
vi.Maintenance Engineering. Boeing will provide the following Maintenance Engineering support:
2.1.6.1Maintenance Planning Assistance. Upon request, Boeing will provide assistance in identifying the impact to Customer’s maintenance program resulting from
P. A. No. 04815    Part 2 of CS1, Page 1
BOEING PROPRIETARY

minor model differences between the Aircraft and an aircraft of the same model currently operated by Customer.
2.1.6.2ETOPS Maintenance Planning Assistance. Upon request, Boeing will provide assistance in identifying the impact to Customer’s ETOPS maintenance program resulting from minor model differences between the Aircraft and an aircraft of the same model currently operated by Customer.
2.1.6.3GSE/Shops/Tooling Consulting. Upon request, Boeing will provide assistance to Customer in identifying the impact to Customer’s maintenance tools and ground support equipment resulting from the minor model differences between the Aircraft and an aircraft of the same model currently operated by Customer.
vii.Flight Operations Engineering Support. Boeing will provide the following Flight Operations Engineering support:
1.Assistance with the analysis and preparation of performance data to be used in establishing operating practices and policies for Customer’s operation of Aircraft.
2.Assistance with interpretation of the minimum equipment list, the definition of the configuration deviation list and the analysis of individual Aircraft performance.
3.Assistance with solving operational problems associated with delivery and route-proving flights.
4.Information regarding significant service items relating to Aircraft performance or flight operations.
5.If requested by Customer, Boeing will provide operations engineering support during the ferry flight of an Aircraft. Such support will be provided from the Puget Sound area or from an alternate location, at Boeing’s sole discretion.
6.Assistance in developing an Extended Operations (ETOPs) plan for regulatory approval.
7.Flight Operations Services. Boeing will revise, as applicable, flight data, documents and software provided with previously delivered aircraft.
8.Spares. Boeing will revise, as applicable, the customized Recommended Spares Parts List (RSPL).
4.bPost Delivery/Service Support. Boeing will, if requested by Customer, perform work on an Aircraft after delivery but prior to the initial departure flight or upon the return of the Aircraft to Boeing’s facility prior to completion of that flight. The following conditions will apply to Boeing’s performance:
i.Boeing may rely upon the commitment authority of the Customer’s personnel requesting the work.
ii.As ***, the insurance provisions of Article 8.2 of the AGTA ***.
iii.The provisions of the Boeing warranty in Part 2 of Exhibit C of the AGTA apply.
iv.Customer *** Boeing for requested work *** the Boeing warranty, if any.
v.The DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES provisions in Article 11 of Part 2 of Exhibit C of the AGTA apply.
4.cBoeing may, at Customer’s request, provide *** other than those described in Articles 2.1 and 2.2 of this Part 2 of Supplemental Exhibit CS1 for an Aircraft after delivery, which may include, but not be limited to, ***. Such *** will be subject to ***. The DISCLAIMER AND RELEASE and the EXCLUSION OF CONSEQUENTIAL AND OTHER
P. A. No. 04815    Part 2 of CS1, Page 2
BOEING PROPRIETARY

DAMAGES provisions in Article 11 of Part 2 of Exhibit C of the AGTA and the insurance provisions in Article 8.2 of the AGTA will apply to any such work. *** any such Aircraft will always remain with Customer.
P. A. No. 04815    Part 2 of CS1, Page 3
BOEING PROPRIETARY

787    CUSTOMER SUPPORT DOCUMENT

PART 3:    TECHNICAL INFORMATION AND MATERIALS

1.General.
Materials are defined as any and all items that are created by Boeing or a third party, which are provided directly or indirectly from Boeing and serve primarily to contain, convey or embody information. Materials may include either tangible embodiments (for example, documents or drawings), or intangible embodiments (for example, software and other electronic forms) of information but excludes Aircraft Software. Aircraft Software is defined as software that is installed on and used in the operation of the Aircraft.
Customer Information is defined as that data provided by Customer to Boeing which falls into one of the following categories: (i) aircraft operational information (including, but not limited to, flight hours, departures, schedule reliability, engine hours, number of aircraft, aircraft registries, landings, and daily utilization and schedule interruptions for Boeing model aircraft); (ii) summary and detailed shop findings data; (iii) aircraft readiness log data; (iv) non-conformance reports; (v) line maintenance data; (vi) airplane message data, (vii) scheduled maintenance data; (viii) service bulletin incorporation; and (ix) aircraft data generated or received by equipment installed on Customer’s aircraft in analog or digital form including but not limited to information regarding the state, condition, performance, location, setting, or path of the aircraft and associated systems, sub-systems and components
Upon execution by Customer of Boeing’s standard form Customer Services General Terms Agreement, Supplemental Agreement for Electronic Access and, as required, the applicable Boeing licensed software order, Boeing will provide to Customer through electronic access certain Materials to support the maintenance and operation of the Aircraft. Such Materials will, if applicable, be prepared generally in accordance with Aerospace Industries Association Specification 1000D (S1000D) and Air Transport Association of America (ATA) iSpec 2200, entitled “Information Standards for Aviation Maintenance.” Materials not covered by iSpec 2200 will be provided in a structure suitable for the Material’s intended use. Materials will be in English and in the units of measure used by Boeing to manufacture an Aircraft.
2.Technical Data and Maintenance Information.
Boeing will provide technical data and maintenance information equivalent to that traditionally provided by Boeing to Customer. Boeing (i) will provide such data and information through electronic access or other means, and (ii) reserves the right to change the format of such data and information, both at its sole discretion. Boeing may elect to fulfill this obligation by revising, as applicable, previously provided technical data and maintenance information.
3.Advance Representative Materials.
Boeing will select all advance representative Materials from available sources and whenever possible will provide them through electronic access. Such advance Materials will be for advance planning purposes only.
4.*** Maintenance Engineering Materials.
All *** Materials will reflect the configuration of each Aircraft as delivered.
5.Revisions.
5.aThe schedule for updating certain Materials will be identified in the planning conference. Such updates will reflect changes to Materials developed by Boeing.
P. A. No. 04815    Part 3 of CS1, Page 1
BOEING PROPRIETARY

5.bIf Boeing receives written notice that Customer intends to incorporate, or has incorporated, any Boeing service bulletin in an Aircraft, Boeing will update Materials reflecting the effects of such incorporation into such Aircraft.
6.Supplier Technical Data.
6.aFor supplier-manufactured programmed airborne avionics components and equipment classified as Seller Furnished Equipment (SFE) which contain computer software designed and developed in accordance with Radio Technical Commission for Aeronautics Document No. RTCA/DO-178B dated December 1, 1992 (with an errata issued on March 26, 1999), or later as available, Boeing will request that each supplier of the components and equipment make software documentation available to Customer.
6.bThe provisions of this Article will not be applicable to items of BFE.
6.cPrior to the scheduled *** of the first Aircraft, Boeing will furnish to Customer copies of the documents which identify the terms and conditions of the product support agreements between Boeing and its suppliers Product Support and Assurance Agreements (PSAA).
7.Buyer Furnished Equipment Data.
Boeing will incorporate BFE maintenance information, as applicable, into the configured Materials providing Customer makes the information available to Boeing at least *** prior to the scheduled delivery *** of each Aircraft. Boeing will incorporate such BFE maintenance information into the Materials prior to delivery of each Aircraft reflecting the configuration of that Aircraft as delivered. Upon Customer’s request, Boeing may provide update service *** to such information subject to the terms of Part 2, Article 2.3 relating to Additional Services. Customer agrees to furnish all BFE maintenance information in Boeing’s standard digital format, ATA Spec 2000.
8.Customer’s Shipping Address.
From time to time Boeing may furnish certain Materials or updates to Materials by means other than electronic access. Customer will specify a single address and Customer will promptly notify Boeing of any change to that address. Boeing *** of the Materials. Customer is ***.    
P. A. No. 04815    Part 3 of CS1, Page 2
BOEING PROPRIETARY

787 CUSTOMER SUPPORT DOCUMENT

PART 4:    ALLEVIATION OR CESSATION OF PERFORMANCE

Boeing will not be required to provide any Materials, services, training or other things at a facility designated by Customer if any of the following conditions exist and those conditions would prevent Boeing form performing its services or make the performance of such services impracticable or inadvisable:
1.a labor stoppage or dispute in progress involving Customer;
2.wars or warlike operations, riots or insurrections in the country where the facility is located;
3.any condition at the facility which, in the opinion of Boeing, is detrimental to the general health, welfare or safety of its personnel or their families;
4.the United States Government refuses permission to Boeing personnel or their families to enter into the country where the facility is located, or recommends that Boeing personnel or their families leave the country; or
5.the United States Government refuses permission to Boeing to deliver Materials, services, training or other things to the country where the facility is located.
After the location of Boeing personnel at the facility, Boeing further reserves the right, upon the occurrence of any of such events, to immediately and without prior notice to Customer relocate its personnel and their families.

P. A. No. 04815    Part 4 of CS1, Page 1
BOEING PROPRIETARY

787 CUSTOMER SUPPORT DOCUMENT

PART 5:    PROTECTION OF PROPRIETARY INFORMATION AND PROPRIETARY MATERIALS

1.General.
All Materials provided by Boeing to Customer and not covered by a Boeing CSGTA or other agreement between Boeing and Customer defining Customer’s right to use and disclose the Materials and included information will be covered by and subject to the terms of the AGTA as amended by the terms of the Purchase Agreement. Title to all Materials containing, conveying or embodying confidential, proprietary or trade secret information (Proprietary Information) belonging to Boeing or a third party (Proprietary Materials), will at all times remain with Boeing or such third party. Customer will treat all Proprietary Materials and all Proprietary Information in confidence and use and disclose the same only as specifically authorized in the AGTA as amended by the terms of the Purchase Agreement, or the CSGTA, and except to the extent required by the law.
2.License Grant.
4.aBoeing grants to Customer a *** license to use and disclose Proprietary Materials in accordance with the terms and conditions of the AGTA as amended by the terms of the Purchase Agreement. Customer is authorized to make copies of Materials (except for Materials bearing the copyright legend of a third party), and all copies of Proprietary Materials will belong to Boeing and be treated as Proprietary Materials under the AGTA as amended by the terms of the Purchase Agreement. Customer will preserve all proprietary legends, and all copyright notices on all Materials and insure the inclusion of those legends and notices on all copies.
4.bCustomer grants to Boeing a *** license to use and disclose Customer Information ***in Boeing data and information products and services provided indicia identifying Customer Information as originating from Customer is removed from such Customer Information. This grant is in addition to any other grants of rights in the agreements governing provision of such information to Boeing regardless of whether that information is identified as Customer Information in such agreement.
3.Use of Proprietary Materials and Proprietary Information.
Customer is authorized to use Proprietary Materials and Proprietary Information for the purpose of: (a) operation, maintenance, repair, or modification of Customer’s Aircraft for which the Proprietary Materials and Proprietary Information have been specified by Boeing and (b) development and manufacture of training devices and maintenance tools for use by Customer.
4.Providing of Proprietary Materials to Contractors.
Customer is authorized to provide Proprietary Materials to Customer’s contractors for the sole purpose of maintenance, repair, or modification of Customer’s Aircraft for which the Proprietary Materials have been specified by Boeing. In addition, Customer may provide Proprietary Materials to Customer’s contractors for the sole purpose of developing and manufacturing training devices and maintenance tools for Customer’s use. Before providing Proprietary Materials to its contractor, Customer will first obtain a written agreement from the contractor by which the contractor agrees (a) to use the Proprietary Materials only on behalf of Customer, (b) to be bound by all of the restrictions and limitations of this Part 5, and (c) that Boeing is a third party beneficiary under the written agreement. Customer agrees to provide copies of all such written agreements to Boeing upon request and be liable to Boeing for any breach of those agreements by a contractor. A sample agreement acceptable to Boeing is attached as Appendix VII to the AGTA.
5.Providing of Proprietary Materials and Proprietary Information to Regulatory Agencies.
P. A. No. 04815    Part 5 of CS1, Page 1
BOEING PROPRIETARY

5.aWhen and to the extent required by a government regulatory agency having jurisdiction over Customer or an Aircraft, Customer is authorized to provide Proprietary Materials and to disclose Proprietary Information to the agency for use in connection with Customer’s operation, maintenance, repair, or modification of such Aircraft. Customer agrees to take all reasonable steps to prevent the agency from making any distribution, disclosure, or additional use of the Proprietary Materials and Proprietary Information provided or disclosed. Customer further agrees to notify Boeing immediately upon learning of any (a) distribution, disclosure, or additional use by the agency, (b) request to the agency for distribution, disclosure, or additional use, or (c) intention on the part of the agency to distribute, disclose, or make additional use of Proprietary Materials or Proprietary Information.
In the event of an Aircraft or Aircraft systems-related incident, the Customer *** to Customer Information pertaining to its Aircraft or fleet. ***.
    
P. A. No. 04815    Part 5 of CS1, Page 2
BOEING PROPRIETARY

787 CUSTOMER SUPPORT DOCUMENT
ATTACHMENT A
787 ***
Revision Date ***

*********
***

P. A. No. 04815    Att. A to CS1, Page1
BOEING PROPRIETARY

ENGINE ***,
ENGINE WARRANTY AND ***

between

THE BOEING COMPANY

and

UNITED AIRLINES, INC.

Supplemental Exhibit EE1
to Purchase Agreement Number 04815

UAL-PA-04815-EE1    Page 1
BOEING PROPRIETARY

ENGINE ***,
ENGINE WARRANTY AND ***

relating to

BOEING MODEL 787 AIRCRAFT

1.ENGINE ***.
The ****** of each Aircraft set forth in Table 1 of the Purchase Agreement includes an *** for *** and all accessories, equipment and parts provided by the engine manufacturer (Engines). The *** in *** applicable to each Aircraft (***) will be determined at the time of *** in accordance with the following formula:
******
Where:
***
***(as set forth in Table 1 of this Purchase Agreement).
***

Where
***    is the ***     
(as set forth in Table 1 of this Purchase Agreement)
***    is the *** value of ***, using ***
***    is the *** value of ***, using ***; and
***    is a *** determined using the ***, calculated by establishing a *** (expressed as a decimal and rounded to the nearest tenth) using the values for the *** prior to the month of scheduled delivery of the applicable Aircraft. As the *** are only released on a ***, the value released for the *** will be used for the ***; the value released for the *** will be used for the ***; the value released for the *** will be used for the ***; the value released for the *** will be used for the ***.

***
Where:
***    is the *** (as set forth in Table 1 of this Purchase Agreement)
***    is a *** determined using the ***, calculated as a *** *** of the released *** (expressed as a decimal and rounded to the nearest tenth) using the values for the *** prior to the *** scheduled delivery of the applicable Aircraft.
As an example, for an Aircraft scheduled to be delivered in the month of ***, the *** of the *** will be utilized in determining the value of *** and ***.
NOTE:
UAL-PA-04815-EE1    Page 2
BOEING PROPRIETARY

(a)In determining the values of *** and ***, all calculations and resulting values will be expressed as a decimal rounded to the nearest ten-thousandth.
(b)*** is the numeric ratio attributed to *** in the *** formula.
(c)*** is the numeric ratio attributed to *** in the *** formula.
(d)The *** are the actual average values reported by the ***. The actual average values are calculated as a *** of the released *** (expressed as a decimal and rounded to the nearest tenth) using the values for the *** the *** base year. The applicable base year and corresponding *** is provided by Boeing in Table 1 of this Purchase Agreement.
(e)The final value of *** will be rounded to the nearest dollar.
(f)The *** will not be made if it will *** in the ***.
2.Values to be Utilized in the Event of Unavailability.
1.aIf the *** substantially revises the methodology used for the determination of the values to be used to determine the *** and *** values (in contrast to benchmark adjustments or other corrections of previously released values), or for any reason has not released values needed to determine the applicable ***, General Electric Aircraft agrees to meet jointly with Boeing and the Customer (to the extent such parties may lawfully do so) prior to the delivery of any such Aircraft, to select a substitute from other *** or ***. Such substitute will result in the same adjustment, insofar as possible, as would have been calculated utilizing the original values adjusted for fluctuation during the applicable time period. However, if within *** after delivery of the Aircraft, the *** should resume releasing values for the months needed to *** the ***; *** will be used *** or *** in the *** for the *** from that *** at the *** of *** of ***.
1.bNotwithstanding Article 2.1 above, if prior to the scheduled delivery month of an Aircraft the *** changes the base year for determination of the *** and *** values as defined above, such *** will be *** in the ***.
1.cIn the event *** are made non-enforceable or otherwise rendered void by any agency of the United States Government, the parties agree, to the extent they may lawfully do so, to *** the *** of any *** to *** an *** for *** or *** with the *** of *** of this *** in *** and *** since *** of the *** to the *** in ***.
1.dIf within *** of Aircraft delivery, the published index values are revised due to an acknowledged error by the ***, the *** will be *** (this does not include those values noted as preliminary by the ***). A *** or *** will be issued *** for the period of original invoice to issuance of *** or ***.
NOTES:
(a)The values released by the *** and available to Boeing *** prior to the first day of the scheduled delivery month of an Aircraft will be used to determine the *** and *** values for the applicable months (including those noted as preliminary by the ***) to calculate the *** for the Aircraft invoice at the time of delivery. The values will be considered final and *** will be *** for any *** in ***.
(b)The maximum number of digits to the right of the decimal after rounding utilized in any part of the *** will be four (4), where rounding of the fourth digit will be increased to the next highest digit when the 5th digit is equal to five (5) or greater.
3.Engine ***.
UAL-PA-04815-EE1    Page 3
BOEING PROPRIETARY

Boeing has obtained from *** the right to extend to *** the *** of *** *** as set forth below (***); subject, however, to *** acceptance of the conditions set forth herein. Accordingly, *** to *** and *** the *** as hereinafter set forth, and such *** to all *** type engines (including all Modules and Parts thereof), as such terms are defined in the *** installed in the Aircraft at the time of delivery or purchased from Boeing by *** for support of the Aircraft except that, if *** and *** have executed, or hereinafter execute, a general terms agreement (Engine GTA), then the terms of the Engine GTA *** and *** the *** and the *** will be *** or *** and *** Boeing *** GE will have ***. In consideration for ***.
The Warranty is contained in the *** and *** set forth in Exhibit C to the applicable purchase contract between *** and Boeing. Copies of the *** and *** will be provided to *** by Boeing upon request.
UAL-PA-04815-EE1    Page 4
BOEING PROPRIETARY

SERVICE LIFE POLICY COMPONENTS

between

THE BOEING COMPANY

and

UNITED AIRLINES, INC.

SUPPLEMENTAL EXHIBIT SLP1
to PURCHASE AGREEMENT NUMBER 04815

UAL-PA-04815-SLP1    Page 1
BOEING I UNITED AIR LINES, INC. PROPRIETARY

SERVICE LIFE POLICY COMPONENTS

relating to

BOEING MODEL 787 AIRCRAFT
This is the listing of SLP Components for the Aircraft which relate to Part 3, Boeing Service Life Policy of Exhibit C, Product Assurance Document to the AGTA and is a part of this Purchase Agreement.
1.Wing.
***
2.Body.
***
3.Vertical Stabilizer.
***
4.Horizontal Stabilizer.
***
5.Engine Strut.
***
6.Main Landing Gear.
***
7.Nose Landing Gear.
***
NOTE: The Service Life Policy *** the Covered Components.
UAL-PA-04815-SLP1    Page 2
BOEING I UNITED AIR LINES, INC. PROPRIETARY
    The Boeing Company
    P.O. Box 3707
    Seattle, WA 98124 2207
UAL-PA-04815-LA-1802881
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    Open Configuration Matters
Reference:    Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement.
1.787-*** Aircraft Configuration.
1.aInitial Configuration. The initial configuration of the 787-*** Aircraft is ***. Due to the long period of time between Purchase Agreement signing and delivery of the first 787-*** Aircraft, the final configuration of the 787-*** Aircraft will be completed as described below.
1.bFinal Configuration. The 787-*** Aircraft configuration will be completed using the Boeing then-current basic model 787-*** applicable to the 787-*** Aircraft. Boeing and Customer will incorporate certain other configuration changes into the 787-*** Aircraft as such changes are *** (Final Configuration) in accordance with the following schedule:
1.2.i***, Boeing and Customer will meet to discuss *** features.
1.2.ii***, Boeing *** into the 787-*** Aircraft during production.
1.2.iii***, Customer will *** or *** the *** features.
1.2.ivIf Customer fails to meet any particular deadline for an Aircraft, such failure *** of the Purchase Agreement provided that Customer promptly contacts Boeing to ***.
2.Effect on Purchase Agreement.
4.aFollowing Final Configuration, Boeing will provide a written amendment to the Purchase Agreement (Amendment). Customer will execute the Amendment within *** addressing the items below:
i.*** to the basic model 787-*** aircraft which are applicable to the 787-*** Aircraft and ***;
ii.*** features *** Customer pursuant to Article 1.2 above (Customer Configuration ***);
UAL-PA-04815-LA-1802881    
Open Configuration Matters    Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_011.jpg
iii.Update the 787-*** Aircraft configuration definition contained in Exhibit A of the Purchase Agreement and referenced in Table 1 of the Purchase Agreement; and
iv.*** contained in Table 1 of the Purchase Agreement *** reflected in the Customer Configuration ***.
4.bRevisions to the *** may be included in the Amendment when such Customer Configuration *** have a significant effect on 787-*** Aircraft ***, otherwise such *** will be addressed at the time Boeing ***.
4.cIf the Amendment to the Purchase Agreement does not occur as set out in Article 2.1 above, then Boeing *** on Customer’s *** of the *** features, as set out in Article 1.2 above, as Customer *** of the Amendment and *** the Customer Configuration *** in the 787-*** Aircraft.
3.Other Letter Agreements.
As the definition of the 787-*** Aircraft progresses, there may be a need to execute additional letter agreements addressing one or more of the following subjects:
5.aSoftware. Additional provisions relating to software.
5.bInstallation of Cabin Systems Equipment. Additional provisions relating to the terms under which Boeing will offer and install in-flight entertainment systems in the 787-*** Aircraft.
5.cSeller Purchased Equipment (SPE) and/or Buyer Furnished Equipment (BFE). Provisions relating to the terms under which Boeing may offer or install SPE and/or BFE in the 787-*** Aircraft.
4.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04815-LA-1802894 entitled “Assignment Matters”, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
5.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890 entitled “Privileged and Confidential Matters”.
UAL-PA-04815-LA-1802881    
Open Configuration Matters    Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_011.jpg
Very truly yours,

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-In-Fact

UAL-PA-04815-LA-1802881    
Open Configuration Matters    Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_011.jpg
ACCEPTED AND AGREED TO this
Date:May     31, 2018
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Senior Vice President Finance and
acting Chief Financial Officer

UAL-PA-04815-LA-1802881    
Open Configuration Matters    Page 4
BOEING / UNITED AIRLINES, INC. PROPRIETARY
    The Boeing Company
    P.O. Box 3707
    Seattle, WA 98124 2207
UAL-PA-04815-LA-1802882
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    Special Matters relating to COTS Software and End User License Agreements
Reference:    Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.
Recitals
1.Certain third party, commercial off-the-shelf software products are available to perform various functions required in the Aircraft (COTS Software).
2.The industry practice for COTS Software is to permit manufacturers to install the software in products for sale to customers. The manufacturer is required to pass to the customer an End User License Agreement (EULA), which covers the right to use the COTS Software. The EULAs also require each user of the product to further license the software and pass the EULA to any user to whom the product is transferred.
3.Because of the described industry practice with respect to COTS Software, Boeing does not acquire title to COTS Software and cannot pass title to COTS Software at the time of delivery of the Aircraft.
4.Therefore, the parties desire to amend certain provisions of the Purchase Agreement to properly reflect the respective rights and obligations of the parties with respect to the COTS Software included in the Aircraft.
Agreement
1.At delivery of the Aircraft, Boeing will furnish to Customer copies of all EULAs applicable to the Aircraft, and Customer agrees to comply with all provisions of the applicable EULAs.
2.Notwithstanding the provisions of Article 6.3 of the AGTA, ***, Boeing will provide Customer a bill of sale conveying good title, free of encumbrances except as provided in applicable EULAs.
3.In connection with any sale or other transfer of the Aircraft, Customer agrees to comply with all provisions of the applicable EULAs, including without limitation the relicensing of the software to Customer's transferee and the flow down within such license of the further
UAL-PA-04815-LA-1802882
Special Matters relating to COTS Software and End User License Agreements    Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_011.jpg
requirement that Customer's transferee comply with and flow to other transferees the obligations of the EULA.



Very truly yours,

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-In-Fact

UAL-PA-04815-LA-1802882
Special Matters relating to COTS Software and End User License Agreements    Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_011.jpg
ACCEPTED AND AGREED TO this
Date:May 31, 2018
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Senior Vice President Finance and
acting Chief Financial Officer


















UAL-PA-04815-LA-1802882
Special Matters relating to COTS Software and End User License Agreements    Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY
    The Boeing Company
    P.O. Box 3707
    Seattle, WA 98124 2207
UAL-PA-04815-LA-1802883
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    Installation of Cabin Systems Equipment
Reference:    Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
Customer has requested that Boeing install in the Aircraft the in-flight entertainment and communications systems (collectively referred to as Cabin Systems Equipment or CSE) described in Attachment A to this Letter Agreement for the 787-*** Aircraft (Attachment A). CSE is BFE that Boeing purchases for Customer and that is identified in the Detail Specification for the applicable Aircraft.
1.Customer Responsibilities.
1.aCustomer will select the CSE suppliers (Supplier(s)) and system configuration) from among those identified in the *** listed in Attachment A to this Letter Agreement and ***, on or before ***; or as otherwise available in the then current Standard Selections Catalog and formally offered by Boeing.
1.aCustomer will enter into initial agreements with their selected Suppliers, or otherwise cause the selected Suppliers, to actively participate with Customer and Boeing in meetings, including but not limited to the Initial Technical Coordination Meeting (ITCM), to ensure that Supplier's functional system specifications meet Customer's and Boeing's respective requirements. Such functional system specifications define functionality to which Boeing will test prior to delivery but are not a *** at delivery.
1.bCustomer will enter into final agreements with the selected Suppliers that will:
1.2.iinclude the actual statement of work as defined at the ITCM. Final agreements will also include *** following Aircraft delivery (including ***), and any ***;
1.2.iirequire Supplier to assist the *** in the preparation of seat assembly functional test plans and procedures and coordinate integration testing; and
UAL-PA-04761-LA-1802883    
Installation of Cabin Systems Equipment    Page 1
BOEING PROPRIETARY
image_011.jpg
1.2.iiirequire Supplier to comply with Boeing’s type design and type certification data development and protection requirements where the Supplier has type design/certification responsibility. The requirements will require Suppliers to (i) maintain type design/certificate data for *** such type certificate for all type design and (ii) entitle Boeing to access, review, and receive such type design/certification data. These requirements will be provided to Customer upon request.
2.Boeing Responsibilities.
a.Boeing will:
i.perform the Project Manager functions stated in Attachment B;
ii.provide Aircraft interface requirements to Suppliers;
iii.assist Suppliers in the development of CSE system specifications and approve such specifications;
iv.release purchase orders, including on-dock dates to Supplier on behalf of Customer, and manage such purchase orders;
v.coordinate the resolution of technical issues with Suppliers;
vi.ensure that at the time of Aircraft delivery the CSE configuration meets the requirements of the *** contained in Attachment A to this Letter Agreement as such Attachment A may be amended from time to time; and
vii.obtain FAA certification of the Aircraft with the conforming CSE installed therein.
3.Software.
CSE systems may contain software of the following two types:
5.aCertification Software. The software required to functionally test, operate and certify the CSE systems on the Aircraft is the Certification Software and is part of the CSE.
5.bCustomer's Software. The software which is defined by the Customer to support specified features and appearance is Customer's Software and is not part of the CSE.
i.Customer is solely responsible for specifying Customer's Software functional and performance requirements and ensuring that Customer's Software meets such requirements. Customer and Customer's Software supplier will have total responsibility for the writing, certification, modification, revision, or correction of any of Customer's Software. Boeing will not perform the functions and obligations described in paragraph 1.2 above, or the Project Manager's functions described in Attachment B, for Customer's Software.
ii.The omission of any Customer's Software or the lack of any functionality of Customer's Software will not be a valid condition for Customer's rejection of the Aircraft at the time of Aircraft delivery unless such omission or lack of functionality is due to a breach by Boeing of its obligations under this Purchase Agreement.
UAL-PA-04761-LA-1802883    
Installation of Cabin Systems Equipment    Page 2
BOEING PROPRIETARY
image_011.jpg
iii.Boeing has no obligation to approve any documentation to support Customer's Software certification. Boeing will only review and operate Customer's Software if in Boeing's reasonable opinion such review and operation is necessary to certify the CSE on the Aircraft.
iv.Boeing will not be responsible for obtaining FAA certification for Customer's Software.
4.Changes.
Any changes to CSE may only be made by and between Boeing and the Supplier. Customer requested changes to the CSE specification after execution of this Letter Agreement will be made in writing directly to Boeing for approval and for coordination by Boeing with the Supplier. Any such change to the configuration of the Aircraft will be *** through Boeing’s master change or other process for amendment of the Purchase Agreement. Any Supplier *** resulting from such change will be negotiated between Customer and Supplier.
5.aBoeing and Customer recognize that the developmental nature of the CSE may require changes to the CSE or the Aircraft in order to ensure (i) compatibility of the CSE with the Aircraft and all other Aircraft systems, and (ii) FAA certification of the Aircraft with the CSE installed therein. In such event Boeing will notify Customer and recommend to Customer the most practical means for incorporating any such change. If within *** after such notification Customer and Boeing cannot mutually agree on the incorporation of any such change or alternate course of action, the remedies available to Boeing in Paragraph 6 will apply.
5.Supplier Defaults.
Boeing will notify Customer in a timely manner in the event of a default by a Supplier under the Supplier's purchase order with Boeing. Within *** of Customer's receipt of such notification, Boeing and Customer will agree on an alternate Supplier or other course of action. If Boeing and Customer are unable to agree on an alternate Supplier or course of action within such time, the remedies available to Boeing in paragraph 6 will apply.
6.Exhibits B and C to the AGTA.
CSE is deemed to be BFE for the purposes of Exhibit B, Customer Support Document, and Exhibit C, the Product Assurance Document, of the AGTA.    
7.Boeing’s Remedies.
If Customer does not perform its obligations as provided in this Letter Agreement or if a Supplier fails (for any reason other than a default by Boeing under the purchase order terms or this Letter Agreement) to deliver conforming CSE per the schedule set forth in the purchase order, then, in addition to any other remedies which Boeing may have by contract or under law, Boeing may:
6.a*** the scheduled *** of the Aircraft to accommodate the *** in delivery of the conforming CSE and base the calculation of the *** on such ***;
6.bdeliver the Aircraft without part or all of the CSE installed, or with part or all of the CSE inoperative; and/or
UAL-PA-04761-LA-1802883    
Installation of Cabin Systems Equipment    Page 3
BOEING PROPRIETARY
image_011.jpg
6.c*** the Aircraft *** by the amount of Boeing's ***, including but not limited to, *** associated with *** by Boeing, any *** due to a Supplier’s failure to perform in accordance with CSE program milestones as established by Boeing and agreed to by the Supplier and particularly with respect to *** of such CSE.
8.Price and Payment.
8.a***. An estimated price for the CSE purchased by Boeing will be included in the *** to establish the *** for each Aircraft. The estimated price for the Boeing purchased CSE installed on each Aircraft is identified in Table 1 of the Purchase Agreement.
8.bAircraft Price. The Aircraft Price will include the actual CSE prices and any ***, including but not limited to ***.
9.Customer's Indemnification of Boeing.
THE PROVISIONS OF AGTA, EXHIBIT A, BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT, “INDEMNIFICATION OF BOEING” WILL APPLY TO CSE.
10.Title and Risk of Loss.
Title to CSE will remain with Boeing from the time that Boeing receives title to the CSE until the Aircraft title is transferred to Customer. Risk of loss will remain with the entity that is in possession of the CSE prior to Aircraft delivery.    




If the foregoing correctly sets forth your understanding of our agreement with respect to the matters contained herein, please indicate your acceptance and approval below.
Very truly yours,    

THE BOEING COMPANY



By:
/s/ Irma L. Krueger



Its:
Attorney-In-Fact



ACCEPTED AND AGREED TO this



Date:
May 31, 2018



United Airlines, Inc.



By:
/s/ Gerald Laderman



Its:
Senior Vice President Finance and
acting Chief Financial Officer
UAL-PA-04761-LA-1802883    
Installation of Cabin Systems Equipment    Page 4
BOEING PROPRIETARY
image_011.jpg

ATTACHMENT A

CABIN SYSTEMS EQUIPMENT
The following listing describes items of equipment that under the terms and conditions of this Letter Agreement are considered to be CSE (each such element referred to herein as an *** or *** as the context requires) with each such *** being more fully described in its corresponding ***. Final configuration will be based on Customer acceptance of any or all *** listed below.
***
*********
***

Attachment A to UAL-PA-04761-LA-1802883    
Installation of Cabin Systems Equipment    Page 1
BOEING PROPRIETARY
image_011.jpg


ATTACHMENT B

PROJECT MANAGER
1.Project Management.
Boeing will perform the following functions for the CSE. Boeing will have authority to make day-to-day management decisions, and decisions on technical details which in Boeing's reasonable opinion do not significantly affect form, fit, function, cost, or aesthetics. Boeing will be responsible for:
(a)managing the development of all program schedules;
(b)evaluating Supplier's program management and developmental plans to meet Boeing’s production schedule;
(c)defining program metrics and status requirements;
(d)scheduling and conducting program design and schedule reviews with Customer and Suppliers, as needed;
(e)monitoring compliance with schedules;
(f)evaluating and approving any recovery plans or plan revisions which may be required of either Suppliers or Customer;
(g)managing the joint development of the CSE system specification; and
(h)leading the development of a joint CSE project management plan (Project Plan).
2.System Integration.
Boeing's performance as Project Manager will include the functions of systems integrator (Systems Integrator). As Systems Integrator Boeing will perform the following functions:
(a)as required, assist Suppliers in defining their system specifications for the CSE, approve such specifications and develop an overall system functional specification;
(b)Coordinate Boeing, Customer and Supplier teams to ensure the Project Plan includes sufficient Supplier testing, Supplier sub-system testing, and an overall CSE system acceptance test; and
(c)organize and conduct technical coordination meetings with Customer and Supplier(s) to review responsibilities, functionality, Aircraft installation requirements and overall program schedule, direction and progress.
3.Seat Integration.
(a)Boeing will coordinate the interface requirements between seat suppliers and Suppliers. Interface requirements are defined in Boeing Document No’s. D6-36230, "Passenger Seat Design and Installation"; D6-36238, "Passenger Seat Structural Design and Interface Criteria"; D222W232,
Attachment B to UAL-PA-04761-LA-1802883    
Installation of Cabin Systems Equipment    Page 1
BOEING PROPRIETARY
image_011.jpg
"Seat Wiring and Control Requirements"; and D222W013-4, "Seat Assembly Functional Test Plan", as amended and superseded from time to time.
Attachment B to UAL-PA-04761-LA-1802883    
Installation of Cabin Systems Equipment    Page 2
BOEING PROPRIETARY
    The Boeing Company
    P.O. Box 3707
    Seattle, WA 98124 2207

UAL-PA-04815-LA-1802884
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    Loading of Customer Software
References:    1)    Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft); and
2)    Customer Services General Terms Agreement No. 24-1 dated as of August 27, 1997 (CSGTA) between Boeing and Customer, including Supplemental Agreement for Electronic Access (SA-EA) and Supplemental Agreement for eEnabling (SA-eE)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. The Purchase Agreement incorporates the terms and conditions of the CSGTA. This Letter Agreement modifies certain terms and conditions of the CSGTA with respect to the Aircraft. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement or the CSGTA, as the context requires.
1.Introduction
1.aAt Customer’s request, Boeing will perform a courtesy load of Customer-unique aircraft operational software and associated data owned by or licensed to Customer (Customer Software) on the Aircraft. The terms and conditions of this Letter Agreement will apply if Customer has accepted Boeing’s offer to perform a courtesy load of Customer Software on the Aircraft.
1.bCustomer Software is not part of the Aircraft type design therefore the Aircraft *** for delivery with such Customer Software installed on the Aircraft. For the Aircraft systems included in the Aircraft type design, Boeing will install its baseline production software to certify the Aircraft for *** to Customer.
2.Customer-Software Loading.
a.At Customer’s request, Boeing will temporarily load Customer Software on the Aircraft prior to Aircraft certification to support standard Customer inspection activities for the Aircraft. Following the Customer inspection activities, Boeing will remove the Customer Software.
b.At Customer’s request, Boeing will load Customer Software on the Aircraft promptly following *** to Customer.
3.Additional Terms and Conditions.
5.aCustomer must provide the Customer Software to Boeing in support of Boeing’s schedule requirements. If any Customer Software load is ***, Boeing will not be required to
UAL-PA-04815-LA-1802884    
Loading of Customer Software    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_011.jpg

further attempt to load such Customer Software and Boeing will load Boeing baseline production software, if applicable, on the Aircraft.
5.bCustomer is responsible for all testing, verification, quality assurance, and operational approval of Customer Software.
5.cCustomer Software is BFE for the purposes of Articles 3.1.3, 3.2, 3.4, 3.5, 9, 10, and 11 of Exhibit A “Buyer Furnished Equipment Provisions Document” of the AGTA and such Articles apply to the loading of Customer Software.
5.dThe loading of Customer Software is a service under Exhibit B “Customer Support Document” of the AGTA.
5.eBoeing makes *** for the Customer Software loading services and Article 11 of Part 2 of Exhibit C “Disclaimer and Release; Exclusion of Liabilities” of the AGTA and Article 8.2 “Insurance” of the AGTA apply to the loading of Customer Software.
4.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890 entitled “Privileged and Confidential Matters”.
Very truly yours,

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact

UAL-PA-04815-LA-1802884    
Loading of Customer Software    Page 2
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_011.jpg

ACCEPTED AND AGREED TO this
Date:May 31, 2018
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Senior Vice President Finance and
acting Chief Financial Officer


UAL-PA-04815-LA-1802884    
Loading of Customer Software    Page 3
BOEING/UNITED AIRLINES, INC. PROPRIETARY
    The Boeing Company
    P.O. Box 3707
    Seattle, WA 98124 2207
UAL-PA-04815-LA-1802885
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    Aircraft Model ***
Reference:    Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used and not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.
Customer ***:
1.    Definitions.
“*** Aircraft” means any Model 787-***, 787-*** or 787-*** aircraft resulting from Customer ***.
2.***
2.1    The *** for each *** Aircraft is as set forth in Attachments ***. *** of *** Aircraft is subject to change if *** or *** is *** for the *** Aircraft. Unless otherwise agreed by the engine manufacturer, *** shall be *** engine manufacturer’s *** as of the date of execution of the definitive purchase agreement for the *** Aircraft
3.*** Notice.
Customer shall notify Boeing of its intent to *** at least:
3.a*** for 787-***, 787-*** and *** for a 787-*** if the aircraft had been previously certified; and
3.b*** prior to the scheduled delivery month of the Aircraft for which it will be ***.
UAL-PA-04815-LA-1802885    
Aircraft Model ***    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_011.jpg
4.Training.
    The training terms of Supplemental Exhibit CS1 Part 1 of the Purchase Agreement shall apply to the *** Aircraft. ***.
5.***.
a.With respect to any *** Aircraft, Customer’s *** is further conditioned upon Boeing having *** for the *** in the *** as the Aircraft ***. Within *** after receipt of a ***, Boeing will provide a written response to Customer’s *** indicating *** Boeing’s ***.
b.If Boeing is *** to manufacture the *** Aircraft ***, then Boeing *** for the *** Aircraft for Customer’s *** and written acceptance within *** of ***.
c.All of Boeing’s quoted delivery positions for *** Aircraft shall be considered preliminary until such time as the parties enter into a definitive supplemental agreement in accordance with paragraph 6 below.
6.Supplemental Agreement.
Boeing and Customer will enter into a Supplemental Agreement with respect to each *** Aircraft for the purpose of *** the *** Aircraft into the Purchase Agreement. Boeing and Customer will cooperate in good faith and exert commercially reasonable efforts to negotiate and execute a Supplemental Agreement within *** of the later of (i) Customer’s *** to Boeing or (ii) ***. Upon the execution and delivery of a Supplemental Agreement pursuant to this Section 66, the aircraft identified in such Supplemental Agreement shall be deemed a *** for purposes of this Letter Agreement and an “Aircraft” as defined in the Purchase Agreement and shall be governed by the Purchase Agreement.
7.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04815-LA-1802894 entitled “Assignment Matters”, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
8.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890 entitled “Privileged and Confidential Matters”.
UAL-PA-04815-LA-1802885    
Aircraft Model ***    Page 2
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_011.jpg
Very truly yours,

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact

UAL-PA-04815-LA-1802885    
Aircraft Model ***    Page 3
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_011.jpg
ACCEPTED AND AGREED TO this
Date:May 31, 2018
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Senior Vice President Finance and
acting Chief Financial Officer


Attachments:    
Attachment A: 787-*** GE ***;
Attachment B: 787-*** GE ***; and
Attachment C: 787-*** GE ***
UAL-PA-04815-LA-1802885    
Aircraft Model ***    Page 4
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_011.jpg
Attachment C to Aircraft *** Letter UAL-PA-04815-LA-1802885
(787-***)
Airframe Model/MTOW:787-***
*** pounds1
#Detail Specification:***
Engine Model/Thrust:****** poundsAirframe Price Base Year/*** Formula:******
Airframe Price:***Engine Price Base Year/*** Formula:******
*** Features:***32Airframe *** Data:
Sub-Total of Airframe and Features:***Base Year Index (ECI):***
Engine Price (Per Aircraft) :***21Base Year Index (CPI):***
Aircraft Basic Price (Excluding BFE/SPE):***Engine *** Data:
Buyer Furnished Equipment (BFE) Estimate:***32Base Year Index (ECI):***
In-Flight Entertainment (IFE) Estimate:***32Base Year Index (CPI):***
1 ***
2 ***
3 ***
UAL-PA-04815-LA-1802885    
Aircraft Model ***    Page 5
BOEING/UNITED AIRLINES, INC. PROPRIETARY
    The Boeing Company
    P.O. Box 3707
    Seattle, WA 98124 2207
UAL-PA-04815-LA-1802886
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    Special Matters
Reference:    Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement.
1.***
1.a.787-***.
In consideration of Customer's purchase of 787-*** Aircraft, Boeing *** at the time of delivery of each 787-*** Aircraft and 787-*** Aircraft, a *** to Customer ***. The *** is subject to the *** as *** at the time of delivery. *** may *** to *** at the time of delivery for such Aircraft, or for the *** of Boeing *** and ***, but *** Aircraft.
1.b.787-***.
In consideration of Customer's purchase of 787-*** Aircraft, Boeing *** at the time of delivery of each 787-*** Aircraft and 787-*** Aircraft, a *** to Customer ***. The *** is subject to the *** as *** at the time of delivery. *** may *** to *** at the time of delivery for such Aircraft, or for the *** of Boeing *** and ***, but *** Aircraft.
1.c.787-***.
In consideration of Customer's purchase of 787-*** Aircraft, Boeing *** at the time of delivery of each 787-*** Aircraft and 787-*** Aircraft, a *** to Customer ***. The *** is subject to the *** as *** at the time of delivery. *** may *** to *** at the time of delivery for such Aircraft, or for the *** of Boeing *** and ***, but *** Aircraft.
2.***
3.***
4.***
5.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04815-LA-1802894 entitled “Assignment Matters”, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
UAL-PA-04815-LA-1802886
Special Matters    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_011.jpg
6.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890 entitled “Privileged and Confidential Matters”.
Very truly yours,

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact


ACCEPTED AND AGREED TO this
Date:May 31 , 2018
UNITED AIRLINES, INC.
By/s/ Gerald Laderman
Its
Senior Vice President Finance and
acting Chief Financial Officer


UAL-PA-04815-LA-1802886
Special Matters    Page 2
BOEING/UNITED AIRLINES, INC. PROPRIETARY

    Attachment A
Section 4.1 (ii) 787-*** Aircraft ***
***
******
*********
Attachment A to UAL-PA-04815-LA-1802886
Special Matters    Att. A, Page 1 of 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY

Attachment B
Section 4.2 787-*** Aircraft ***
***
******
*********

Attachment B to UAL-PA-04815-LA-1802886
Special Matters    Att. B, Page 1 of 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
    The Boeing Company
    P.O. Box 3707
    Seattle, WA 98124 2207
UAL-PA-04815-LA-1802887
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    787-*** Aircraft ***
Reference:    Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement.
Boeing agrees to provide Customer with the *** in the Attachment. These ***
1.Assignment.
Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer becoming the operator of the Aircraft and cannot be assigned, in whole or in part, without the prior written consent of Boeing.
2.Confidentiality.
The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.
Very truly yours,

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-In-Fact
UAL-PA-04815-LA-1802887    
787-*** Aircraft ***    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_011.jpg


UAL-PA-04815-LA-1802887    
787-9 Aircraft Performance Guarantees    Page 2
BOEING/UNITED AIRLINES, INC. PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-1802887
*** Engines
Page 3



ACCEPTED AND AGREED TO this
Date:May 31,2018
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Senior Vice President Finance and acting Chief Financial Officer
UAL-PA-04815-LA-1802887    
787-*** Aircraft ***    Page 3
BOEING/UNITED AIRLINES, INC. PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-1802887
*** Engines
Page 1

X



MODEL 787-***
FOR UNITED AIRLINES, INC.
SECTION    CONTENTS
1    AIRCRAFT MODEL APPLICABILITY
2    FLIGHT PERFORMANCE
3    SOUND LEVELS
4    AIRCRAFT CONFIGURATION
5    ***
6    ***
7    ***
1.
P.A. No. 4815
AERO-B-BBA4-M18-0412    SS18-0297
787-*** Aircraft ***    Attachment, Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-1802887
*** Engines
Page 2


AIRCRAFT MODEL APPLICABILITY
The *** contained in this Attachment (the "***") are applicable to the 787-*** Aircraft with a maximum takeoff weight of *** pounds, a maximum landing weight of *** pounds, and a maximum zero fuel weight of *** pounds, and equipped with Boeing furnished *** engines.
2.FLIGHT PERFORMANCE
2.aEnroute One-Engine-Inoperative Altitude
The FAA-approved gross weight at an enroute one-engine-inoperative altitude of *** feet at which the available gross climb gradient equals *** percent on an ***°C day ***:
***:    ***    pounds
2.bAltitude Capability - All Engines Operating
2.2.iThe altitude capability at a gross weight of *** pounds, on an ***°C day, at *** Mach number, and satisfying the conditions defined below, ***:
NOMINAL:    ***    feet
TOLERANCE:    ***    feet
***:    ***    feet
Conditions:
1)    The Aircraft will be capable of ***.
2)    The Aircraft will be capable of ***.
3)    The Aircraft will have ***.

P.A. No. 4815
AERO-B-BBA4-M18-0412    SS18-0297
787-*** Aircraft ***    Attachment, Page 2
BOEING/UNITED AIRLINES, INC. PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-1802887
*** Engines
Page 3


2.2.2    The gross weight capability at an altitude of *** feet, on an ***°C day, at *** Mach number, and satisfying the conditions defined below, ***:
NOMINAL:    ***    pounds
TOLERANCE:    ***    pounds
***:    ***    pounds
Conditions:
1)    The Aircraft will be capable of ***.
2)    The Aircraft will be capable of ***.
3)    The Aircraft will have ***.
2.cMission
i.Mission Payload
The payload for a stage length of *** nautical miles in still air (representative of a *** route) using the conditions and operating rules defined below, ***:
NOMINAL:    ***    pounds
TOLERANCE:    ***    pounds
***:    ***    pounds
The above payload may require special attention to payload distribution and operational procedures.

P.A. No. 4815
AERO-B-BBA4-M18-0412    SS18-0297
787-*** Aircraft ***    Attachment, Page 3
BOEING/UNITED AIRLINES, INC. PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-1802887
*** Engines
Page 4


Conditions and operating rules:
Stage
Length:		The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
Takeoff:
The airport altitude is *** feet.
The takeoff gross weight is not limited by the airport conditions.
Climbout Maneuver:
Following the takeoff to *** feet, the Aircraft retracts landing gear, climbs to *** feet above the departure airport altitude and accelerates to the recommended speed while retracting flaps.
Climb:
The Aircraft climbs from the initial climb altitude to *** feet altitude at the recommended speed.
The Aircraft then accelerates at a rate of climb of *** feet per minute to the recommended climb speed for minimum block fuel.
The climb continues at the recommended climb speed for minimum block fuel to the final climb altitude.
The temperature is ***°C during climb.
Maximum climb thrust is used during climb.
Cruise:
The Aircraft cruises at *** Mach number.
The Aircraft cruises at eastbound *** cruise altitudes.
P.A. No. 4815
AERO-B-BBA4-M18-0412    SS18-0297
787-*** Aircraft ***    Attachment, Page 4
BOEING/UNITED AIRLINES, INC. PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-1802887
*** Engines
Page 5


The temperature is ***°C during cruise.
The cruise thrust is not to exceed maximum cruise thrust except during a step climb when maximum climb thrust may be used.
Descent:
The Aircraft descends from the final cruise altitude at *** KCAS to an altitude of *** feet above the destination airport altitude.
Throughout the descent, the cabin pressure is controlled to a maximum rate of descent equivalent to *** feet per minute at sea level.
The temperature is ***°C during descent.
Approach
and Landing Maneuver:		The Aircraft decelerates to the final approach speed while extending flaps and landing gear, then descends and lands.
The destination airport altitude is *** feet.
Fixed Allowances:
For the purpose of this *** and for the purpose of establishing compliance with this ***, the following will be used as fixed quantities and allowances:
Taxi-Out:
Fuel    ***    pounds
Takeoff and Climbout Maneuver:
Fuel    ***    pounds
Distance    ***    nautical miles
P.A. No. 4815
AERO-B-BBA4-M18-0412    SS18-0297
787-*** Aircraft ***    Attachment, Page 5
BOEING/UNITED AIRLINES, INC. PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-1802887
*** Engines
Page 6


Approach and Landing Maneuver:
Fuel    ***    pounds
Taxi-In (will be consumed from the reserve fuel):
Fuel    ***    pounds
Usable reserve fuel remaining upon completion of the approach and landing maneuver: *** pounds
For information purposes, the reserve fuel is based on a hold equivalent to *** minutes at *** feet above sea level on a standard day at the Maximum Landing Weight.
ii.Mission Payload
The payload for a stage length of *** nautical miles in still air (representative of a *** route) using the conditions and operating rules defined below, ***:
NOMINAL:    ***    pounds
TOLERANCE:    ***    pounds
***:    ***    pounds
The above payload may require special attention to payload distribution and operational procedures.
Conditions and operating rules:
Stage
Length:		The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
Takeoff:
The airport altitude is *** feet.
The takeoff gross weight is not limited by the airport conditions.
P.A. No. 4815
AERO-B-BBA4-M18-0412    SS18-0297
787-*** Aircraft ***    Attachment, Page 6
BOEING/UNITED AIRLINES, INC. PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-1802887
*** Engines
Page 7


Climbout Maneuver:
Following the takeoff to *** feet, the Aircraft retracts landing gear, climbs to *** feet above the departure airport altitude and accelerates to the recommended speed while retracting flaps.
Climb:
The Aircraft climbs from the initial climb altitude to *** feet altitude at the recommended speed.
The Aircraft then accelerates at a rate of climb of *** feet per minute to the recommended climb speed for minimum block fuel.
The climb continues at the recommended climb speed for minimum block fuel to the final climb altitude.
The temperature is ***°C during climb.
Maximum climb thrust is used during climb.
Cruise:
The Aircraft cruises at *** Mach number.
The Aircraft cruises at westbound *** cruise altitudes.
The temperature is ***°C during cruise.
The cruise thrust is not to exceed maximum cruise thrust except during a step climb when maximum climb thrust may be used.
P.A. No. 4815
AERO-B-BBA4-M18-0412    SS18-0297
787-*** Aircraft ***    Attachment, Page 7
BOEING/UNITED AIRLINES, INC. PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-1802887
*** Engines
Page 8


Descent:
The Aircraft descends from the final cruise altitude at *** KCAS to an altitude of *** feet above the destination airport altitude.
Throughout the descent, the cabin pressure is controlled to a maximum rate of descent equivalent to *** feet per minute at sea level.
The temperature is ***°C during descent.
Approach
and Landing Maneuver:		The Aircraft decelerates to the final approach speed while extending flaps and landing gear, then descends and lands.
The destination airport altitude is *** feet.
Fixed Allowances:
For the purpose of this *** and for the purpose of establishing compliance with this ***, the following will be used as fixed quantities and allowances:
Taxi-Out:
Fuel    ***    pounds
Takeoff and Climbout Maneuver:
Fuel    ***    pounds
Distance    ***    nautical miles
Approach and Landing Maneuver:
Fuel    ***    pounds
Taxi-In (will be consumed from the reserve fuel):
Fuel    ***    pounds
P.A. No. 4815
AERO-B-BBA4-M18-0412    SS18-0297
787-*** Aircraft ***    Attachment, Page 8
BOEING/UNITED AIRLINES, INC. PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-1802887
*** Engines
Page 9


Usable reserve fuel remaining upon completion of the approach and landing maneuver: *** pounds
For information purposes, the reserve fuel is based on a hold equivalent to *** minutes at *** feet above sea level on a standard day at the Maximum Landing Weight.

P.A. No. 4815
AERO-B-BBA4-M18-0412    SS18-0297
787-*** Aircraft ***    Attachment, Page 9
BOEING/UNITED AIRLINES, INC. PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-1802887
*** Engines
Page 10


iii.Mission Block Fuel
The block fuel for a stage length of *** nautical miles in still air (representative of a *** route) with a *** pound payload using the conditions and operating rules defined below, will not be more than the following *** value:
NOMINAL:    ***    pounds
TOLERANCE:    ***    pounds
***:    ***    pounds
The above payload may require special attention to payload distribution and operational procedures.
Conditions and operating rules:
Stage
Length:		The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
Block Fuel:The block fuel is defined as the sum of the fuel used for taxi-out, takeoff and climbout maneuver, climb, cruise, descent, approach and landing maneuver, and taxi-in.
Takeoff:
The airport altitude is *** feet.
The takeoff gross weight is not limited by the airport conditions.
Climbout Maneuver:
Following the takeoff to *** feet, the Aircraft retracts landing gear, climbs to *** feet above the departure airport altitude and accelerates to the recommended speed while retracting flaps.
Climb:
The Aircraft climbs from the initial climb altitude to *** feet altitude at the recommended speed.
P.A. No. 4815
AERO-B-BBA4-M18-0412    SS18-0297
787-*** Aircraft ***    Attachment, Page 10
BOEING/UNITED AIRLINES, INC. PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-1802887
*** Engines
Page 11


The Aircraft then accelerates at a rate of climb of *** feet per minute to the recommended climb speed for minimum block fuel.
The climb continues at the recommended climb speed for minimum block fuel to the final climb altitude.
The temperature is ***°C during climb.
Maximum climb thrust is used during climb.
Cruise:
The Aircraft cruises at *** Mach number.
The Aircraft cruises at westbound *** cruise altitudes.
The temperature is ***°C during cruise.
The cruise thrust is not to exceed maximum cruise thrust except during a step climb when maximum climb thrust may be used.
Descent:
The Aircraft descends from the final cruise altitude at *** KCAS to an altitude of *** feet above the destination airport altitude.
Throughout the descent, the cabin pressure is controlled to a maximum rate of descent equivalent to *** feet per minute at sea level.
The temperature is ***°C during descent.
P.A. No. 4815
AERO-B-BBA4-M18-0412    SS18-0297
787-*** Aircraft ***    Attachment, Page 11
BOEING/UNITED AIRLINES, INC. PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-1802887
*** Engines
Page 12


Approach
and Landing Maneuver:		The Aircraft decelerates to the final approach speed while extending flaps and landing gear, then descends and lands.
The destination airport altitude is *** feet.
Fixed Allowances:
For the purpose of this *** and for the purpose of establishing compliance with this ***, the following will be used as fixed quantities and allowances:
Taxi-Out:
Fuel    ***    pounds
Takeoff and Climbout Maneuver:
Fuel    ***    pounds
Distance    ***    nautical miles
Approach and Landing Maneuver:
Fuel    ***    pounds
Taxi-In (will be consumed from the reserve fuel):
Fuel    ***    pounds
Usable reserve fuel remaining upon completion of the approach and landing maneuver: *** pounds
For information purposes, the reserve fuel is based on a hold equivalent to *** minutes at *** feet above sea level on a standard day at the Maximum Landing Weight.


P.A. No. 4815
AERO-B-BBA4-M18-0412    SS18-0297
787-*** Aircraft ***    Attachment, Page 12
BOEING/UNITED AIRLINES, INC. PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-1802887
*** Engines
Page 13


iv.Operational Empty Weight Basis
The Operational Empty Weight (OEW) derived in paragraph 2.3.5 is the basis for the mission *** of paragraphs 2.3.1 through 2.3.3.
P.A. No. 4815
AERO-B-BBA4-M18-0412    SS18-0297
787-*** Aircraft ***    Attachment, Page 13
BOEING/UNITED AIRLINES, INC. PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-1802887
*** Engines
Page 14


2.3.iWeight Summary - United Airlines
Pounds
Standard Model Specification MEW***
      Configuration Specification ***
      Baseline Airplane *** and ***
***
      *** Interior
      *** Engines
      *** USG Fuel Capacity
***
******
***
******
******
******
******
United Airlines Manufacturer's Empty Weight (MEW)***
Standard and Operational Items Allowance (Paragraph 2.3.6)***
United Airlines Operational Empty Weight (OEW)***
quantitypoundspounds
******
*********
*********
*********
*********
*********
*********
*********

P.A. No. 4815
AERO-B-BBA4-M18-0412    SS18-0297
787-*** Aircraft ***    Attachment, Page 14
BOEING/UNITED AIRLINES, INC. PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-1802887
*** Engines
Page 15


2.3.6 Standard and Operational Items Allowance
QuantityPoundsPoundsPounds
Standard Items Allowance***
Unusable Fuel***
Oil***
Oxygen Equipment***
Miscellaneous Equipment***
Galley Structure and Fixed Inserts***
Operational Items Allowance***
Crew and Crew Baggage***
      Flight Crew (***)
******
      Cabin Crew (***)
******
      Flight Crew Briefcase (***)
******
      Cockpit Manuals (***)
******
   Catering Allowance & Removable Inserts: ***
***
First Class******
Business Class******
Economy Class******
Tourist Class******
   Passenger Service Equipment (***)
***
   Potable Water - (*** USG)
***
Waste Tank Disinfectant***
Emergency Equipment (Includes Over Water Equip.)***
Cargo System***
      Containers (***)
***
Total Standard and Operational Items Allowance***

3.
P.A. No. 4815
AERO-B-BBA4-M18-0412    SS18-0297
787-*** Aircraft ***    Attachment, Page 15
BOEING/UNITED AIRLINES, INC. PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-1802887
*** Engines
Page 16


SOUND LEVELS
a.Community Sound Levels
i.Certification
The Aircraft will be certified in accordance with the requirements of 14 CFR part 36, Stage 4 and ICAO Annex 16, Volume 1, Chapter 4.
ii.Cumulative Noise Certification Margin to Chapter 4 / Stage 4 Rule
The Cumulative Noise Certification Margin to the Chapter 4 / Stage 4 Rule will not be less than *** EPNdB.
iii.Departure Condition (***)
The sound level for Departure Noise shall be defined as the ***) and lateral noise ***. The Departure Noise level for this aircraft with a takeoff gross weight of *** pounds shall qualify this aircraft for the *** as defined in ***, and will not be more than the following *** value:
***:    ***    EPNdB
iv.Arrival Condition (***)
The sound level for Arrival Noise will be defined as *** EPNdB less than the approach noise ***. The Arrival Noise level for this aircraft with a maximum landing weight of *** pounds will qualify this aircraft for the *** as defined in ***, and will not be more than the following *** value:
***:    ***    EPNdB

P.A. No. 4815
AERO-B-BBA4-M18-0412    SS18-0297
787-*** Aircraft ***    Attachment, Page 16
BOEING/UNITED AIRLINES, INC. PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-1802887
*** Engines
Page 17


4.AIRCRAFT CONFIGURATION
4.1    The *** contained in this Attachment are based on the Aircraft configuration as defined in Boeing ***, plus any changes mutually agreed to or otherwise allowed by the Purchase Agreement to be incorporated into the original release of the Customer’s Detail Specification (hereinafter referred to as the Detail Specification). Appropriate adjustment shall be made for changes in such Detail Specification approved by the Customer and Boeing or otherwise allowed by the Purchase Agreement which cause changes to the flight performance and/or weight and balance of the Aircraft. Such adjustment shall be accounted for by Boeing in its evidence of compliance with the ***.
4.2    The *** payloads of paragraphs 2.3.1 and 2.3.2, and the specified payload of the paragraph 2.3.3 *** will be *** by Boeing for the effect of the following on OEW in its evidence of compliance with the ***:
(1)    Changes to the Detail Specification or any other changes mutually agreed upon between the Customer and Boeing or otherwise allowed by the Purchase Agreement.
(2)    The difference between the component *** given in Appendix E of the Detail Specification and the ***.
5.***
6.***
7.***

P.A. No. 4815
AERO-B-BBA4-M18-0412    SS18-0297
787-*** Aircraft ***    Attachment, Page 17
BOEING/UNITED AIRLINES, INC. PROPRIETARY
    The Boeing Company
    P.O. Box 3707
    Seattle, WA 98124 2207
UAL-PA-04815-LA-1802888
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    *** for 787-*** Aircraft
References:    1)    Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft); and
2)    Letter Agreement UAL-PA-04815-LA-1802887 entitled “787-*** Aircraft ***”
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement.
1.Applicable ***.
The Attachment to Letter Agreement No. UAL-PA-04815-LA-1802888 contains *** which apply to the 787-*** Aircraft (***). Paragraph(s) 2.3.3 of the *** includes one or more ***. The *** contained in this Letter Agreement apply if the *** report furnished to Customer for any 787-*** Aircraft pursuant to Article 5.4 of the AGTA shows *** than the ***.
2.Demonstration of ***.
Article 5.4 of the AGTA and the *** provide a procedure for demonstration of *** with the *** prior to 787-*** Aircraft delivery. That method will be used to demonstrate *** with the ***.
3.Rights and Obligations in the Event of a ***.
In the event of a *** for any 787-*** Aircraft, at the time Boeing tenders that 787-*** Aircraft for delivery, *** set forth in sections 4 and 5. Customer *** delivery of such 787-*** Aircraft ***.
    
4.Post Delivery ***.
In the event of a *** for any 787-*** Aircraft, the following terms and conditions will apply:
4.a***, or may cause *** to *** parts and/or *** which, *** on such 787-*** Aircraft, would ***.
4.bIf ***, or causes to be *** such 787-*** Aircraft, then Customer and Boeing will *** upon the details of *** program. *** will be provided, except those provided *** to ***. Unless agreed to otherwise, ***. Boeing and/or ***, as applicable, will provide reasonable support for such program *** to ***.
4.cIf Customer elects to *** on such 787-*** Aircraft, *** after the delivery *** during 787-*** Aircraft *** which cannot be *** during 787-*** Aircraft *** will be *** within a mutually agreed period of time. *** according to Boeing and engine manufacturer instructions.
*** for 787-*** Aircraft
UAL-PA-04815-LA-1802888    Page 1
BOEING PROPRIETARY
image_011.jpg
4.d*** related to engines will also apply to spare engines ***. Boeing ***, will give Customer reasonable advance written notice of the estimated *** at Customer’s maintenance base for any such ***. *** this Letter Agreement and be *** to *** using established *** procedures and other terms identified in the *** described in paragraph ***.
5.***
If *** following delivery of a 787-*** Aircraft for which there is a *** Boeing has not provided, or caused *** which ***, then Boeing will *** described in this section 5. No *** will be *** pursuant to this section 2 for any 787-*** Aircraft not *** Customer.
a.***. *** to Customer pursuant to this section 5 will be *** by Boeing and/or the *** the time of a 787-*** Aircraft delivery for which there is *** or at the time of 787-*** Aircraft delivery, whichever is later. In the event of a *** from the *** for a 787-*** Aircraft, the total amount of *** will not *** for each applicable 787-*** Aircraft *** for each applicable 787-*** Aircraft. *** amount will be *** of the ***. The amounts stated in this paragraph 5.1 are stated in *** dollars and will *** the scheduled month of the *** 787-*** Aircraft delivery pursuant to the *** set forth in the Purchase Agreement applicable to the 787-*** Aircraft.
b.*** Adjustments. The *** attributable to *** will be determined by Boeing analysis based on data certified to be correct by Boeing. The *** will be deemed to be the *** as calculated using *** based on the data furnished pursuant to Article *** of the AGTA. If *** in a 787-*** Aircraft as set forth in paragraph 4.3 above, *** with the *** after such ***. If Customer elects not to *** in any applicable 787-*** Aircraft as set forth in paragraph 4.3 above, ***.
6.***
Boeing and Customer agree it is not the intent of the parties to provide benefits hereunder that *** to be provided (a) by Boeing under the Purchase Agreement, or any other agreement between Boeing and Customer, or (b) by *** under any agreement between *** and Customer, due to the 787-*** Aircraft ***.
7.***
Customer agrees that the *** contained in paragraphs 4 and 5 herein are *** for purposes of *** with respect to the *** of Customer’s 787-*** Aircraft and are *** of any and all of Boeing’s *** and *** to Customer in connection therewith. Customer *** Boeing and ***.
8.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04815-LA-1802894 entitled “Assignment Matters”, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s ***.
9.Confidentiality.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890 entitled “Privileged and Confidential Matters”.
If the foregoing correctly sets forth your understanding of our agreement with respect to the matters contained herein, please indicate your acceptance and approval below.
Very truly yours,

*** for 787-*** Aircraft
UAL-PA-04815-LA-1802888    Page 2
BOEING PROPRIETARY
image_011.jpg
THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact


*** for 787-*** Aircraft
UAL-PA-04815-LA-1802888    Page 3
BOEING PROPRIETARY
image_011.jpg
ACCEPTED AND AGREED TO this
Date:May 31, 2018
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Senior Vice President Finance and
acting Chief Financial Officer



*** for 787-*** Aircraft
UAL-PA-04815-LA-1802888    Page 4
BOEING PROPRIETARY
    The Boeing Company
    P.O. Box 3707
    Seattle, WA 98124 2207
UAL-PA-04815-LA-1802889
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    Demonstration Flight Waiver
Reference:    Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
Definition of Terms:
***
The AGTA provides that each aircraft will be test flown prior to delivery for the purpose of demonstrating the functioning of such Aircraft and its equipment to Customer; however, Customer may elect to waive this test flight. For each test flight waived, *** agrees to *** an amount of *** at delivery that, including the ***, totals the following ***:
Aircraft Model***
787***
Further, *** agrees to *** for any *** as a result of the discovery of a *** during the first flight of the aircraft by *** following delivery to the extent such *** are *** under a *** provided by *** or any of *** suppliers.
Should a *** which requires the return of the Aircraft to *** facilities at ***, so that *** may *** such ***, Boeing and Customer agree that title to and risk of loss of such Aircraft will ***. In addition, it is agreed that *** will have *** while it is on the ground at *** facilities in ***, as is chargeable by law to a bailee for mutual benefit, but *** shall *** for ***.
To be *** for ***, Customer shall submit a written itemized statement describing any *** and indicating the *** by *** for each ***. This request must be submitted to ***, within *** after the ***.

UAL-PA-04815-LA-1802889    
Demonstration Flight Waiver    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_011.jpg
Very truly yours,

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact

UAL-PA-04815-LA-1802889    
Demonstration Flight Waiver    Page 2
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_011.jpg

ACCEPTED AND AGREED TO this
Date:May 31, 2018
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Senior Vice President Finance and
acting Chief Financial Officer

UAL-PA-04815-LA-1802889    
Demonstration Flight Waiver    Page 3
BOEING/UNITED AIRLINES, INC. PROPRIETARY


image1.jpg
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207



UAL-PA-04815-LA-1802890
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    Privileged and Confidential Matters
Reference:    Purchase Agreement No.  04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
Boeing and Customer agree that certain commercial and financial information contained in or transmitted pursuant to the Purchase Agreement and the Aircraft General Terms Agreement (AGTA) (together the “Purchase Agreement”) between Boeing and Customer and all letter agreements made a part of the Purchase Agreement, including exhibits or attachments thereto are considered by Boeing and Customer as privileged and confidential and the parties agree that the information contained therein or transmitted pursuant to (Information) represents confidential business information. Except as specified below, each of Boeing and Customer is prohibited from disclosing the Information to any person, entity, or government agency. Each party shall protect the confidentiality of such Information in the manner similar to how a party protects its own Information of a similar nature, but with no less than a reasonable standard of care. This provision shall not restrict a party from taking any steps necessary to protect and safeguard its interests relating to the Information, including obtaining a protective order or other injunctive relief, where appropriate.
(a)    Employees. A party may disclose the Information to its own employees (including the employees of Customer’s controlled subsidiaries United Air Lines, Inc. and Continental Airlines, Inc.) who (i) have a need to know the Information for purposes of assisting said party in the evaluation or administration of the Purchase Agreement or such party’s business operations and (ii) have been instructed to not disclose the Information except as provided by this Letter Agreement.
(b)    Professional Advisors. A party may disclose the Information to its auditors, insurers, financial advisors, consultants and attorneys (“Professional Advisors”) who have a need to know the Information in connection with providing services to said party only when said party has first obtained from the Professional Advisor a written obligation of confidentiality and restricted use that is no less restrictive than the terms of this Letter Agreement. Each party shall be fully responsible to the other party for the Professional Advisors' compliance with such obligations.
(c)    Regulatory Requirements. A party may disclose in a regulatory or other government filing that part of the Information which is required by applicable law
UAL-PA-04815-LA-1802890    
Privileged and Confidential Matters    Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_014a.jpg



or regulation to be disclosed in such regulatory or other governmental filings, including filings with the Securities and Exchange Commission (“SEC”), but only in accordance with the following requirements:
(i)     The disclosing party shall advise the other party in writing of such disclosure requirement prior to making such disclosure to enable the other party to take those steps it deems necessary to protect the Information; and
(ii)    The disclosing party shall, as requested by the other party, seek redaction and/or confidential treatment for the Information or parts thereof from the SEC or other applicable regulators.
Very truly yours,
THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact

UAL-PA-04815-LA-1802890    
Privileged and Confidential Matters    Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_014a.jpg




ACCEPTED AND AGREED TO this
Date:May 31, 2018
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:Senior Vice President and acting Chief Financial Officer
UAL-PA-04815-LA-1802890    
Privileged and Confidential Matters    Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY



    The Boeing Company
    P.O. Box 3707
    Seattle, WA 98124 2207

UAL-PA-04815-LA-1802891
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    787-***
Reference:    Purchase Agreement 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.
1.Definitions.
*** Notice means the written communication provided by Boeing to Customer in accordance with the requirements of Article 4.1, below.
*** Aircraft will have the meaning specified in Letter Agreement Number UAL-PA-03860-LA-1209265R204815-LA-1802897, as amended, relating to 787-*** Aircraft.
Program Aircraft means each 787-*** Aircraft specified in Table 1 of the Purchase Agreement as of the date of this Letter Agreement, any 787-*** Aircraft for which Customer has ***, and the *** 787-*** Aircraft scheduled to deliver *** if they are *** to 787-*** Aircraft.
2.Applicability.
Notwithstanding any other provision of the Purchase Agreement to the contrary, the parties agree that the *** for each Program Aircraft shall be determined in accordance with this Letter Agreement.
3.*** Forecast.
Boeing will release an *** forecast in *** of each year based on Boeing’s then current standard ***. Only one *** forecast shall be used to conduct the *** analysis performed in accordance with Article 4.1, below, for a given Program Aircraft. The *** forecast applicable to a given Program Aircraft is set forth in Attachment A.
4.***
4.a***
4.1.i***
4.1.ii***
UAL-PA-04815-LA-1802891
787-***            Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_011.jpg


4.1.iii***
4.1.ivIn the event that Boeing *** either the *** Notice as detailed in Article 4.1.2 or Article 4.1.3 and Customer ***, then Customer *** the Purchase Agreement with respect to such affected Program Aircraft.
4.bIf Boeing provides Customer the *** described in Article 4.1.2 or Article 4.1.3 above, then Customer shall notify Boeing *** contained in Articles 4.1.2, 4.1.3, or 4.1.4 above within *** days of its receipt of the *** Notice from Boeing. In the event Customer *** in accordance with Article 4.1.4 above, then Boeing *** to Customer, *** for the *** Program Aircraft.
i.Within *** days of Boeing’s receipt of *** notice for any such *** Program Aircraft under Article 4.2 above, Boeing *** by written notice to Customer to *** related to such *** Program Aircraft ***, by Customer.
ii.Should Customer *** any notice to Boeing in accordance with Article 4.2 above, then the *** for such Program Aircraft shall be *** in accordance with Article 4.1.2.
4.cIn the event that the *** of a Program Aircraft that is subject to either Article 4.1.1, Article 4.1.2 or Article 4.1.3 above, *** applicable to such Program Aircraft will be determined pursuant to Article 5 below.
5.***
6.***
7.***
***, identified in the Purchase Agreement as subject to *** pursuant to Supplemental Exhibit AE1, and which pertains to the Program Aircraft shall be ***.
1.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04815-LA-1802894 entitled “Assignment Matters”, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
UAL-PA-04815-LA-1802891
787-***            Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_011.jpg


2.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890 entitled “Privileged and Confidential Matters”.
Very truly yours,

THE BOEING COMPANY
By/s/ Irma L. Krueger
ItsAttorney-in-Fact


UAL-PA-04815-LA-1802891
787-***            Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_011.jpg



UAL-PA-04815-LA-1802891
787-***            Page 4
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_011.jpg



ACCEPTED AND AGREED TO this
Date:
May 31, 2018
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Senior Vice President and acting Chief Financial Officer

Attachment B to UAL-PA-04815-LA-1802891
787-***            Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY


Attachment A
*** Forecast & *** Notice Date

*** Forecast
Applicable to Program Aircraft Delivering in Time Period
*** Notice Date
*********

image_011.jpg

ATTACHMENT B
***
************


    The Boeing Company
    P.O. Box 3707
    Seattle, WA 98124 2207



UAL-PA-04815-LA-1802892
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    Special Terms – Seats
Reference:    Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All capitalized terms used but not defined in this Letter Agreement will have the same meaning as defined in the Purchase Agreement.
1.Definitions.
1.aCovered Seats shall mean those seats which are not otherwise identified in Exhibit A to the Purchase Agreement as Buyer Furnished Equipment.
2.Applicability of Supplemental Exhibit CS1 to the Purchase Agreement.
a.Boeing did not enter into *** with *** of the ***. Customer is *** to enter into such *** with *** of *** of Supplemental Exhibit CS1 to the Purchase Agreement.
1.aBoeing will incorporate the ***, received from *** of ***, into Customer’s *** Materials *** of each Aircraft reflecting the configuration of that Aircraft as delivered. Upon Customer’s request, Boeing *** delivery to *** subject to the terms of the Purchase Agreement, Supplemental Exhibit CS1 (787 Customer Support Document), Part 2, Article 2.3 relating to Additional Services.
UAL-PA-04815-LA-1802892    
787 Special Terms - Seats    Page 1
BOEING / UNITED AIRLINES PROPRIETARY


image_011.jpg



3.Applicability of the Provisions of Exhibit C to the AGTA.
*** the provisions of Part 4 of Exhibit C to the AGTA, the following *** will apply to ***:
“Boeing will obtain *** against *** by Customer from *** of the *** on the Aircraft ***. If requested by Customer, Boeing will provide copies of *** and *** to Customer upon request.”
Very truly yours,

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-In-Fact

ACCEPTED AND AGREED TO this
Date:May 31, 2018
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Senior Vice President Finance and acting Chief Financial Officer
UAL-PA-04815-LA-1802892    
787 Special Terms - Seats    Page 2
BOEING / UNITED AIRLINES PROPRIETARY


image_011.jpg




UAL-PA-04815-LA-1802892    
787 Special Terms - Seats    Page 3
BOEING / UNITED AIRLINES PROPRIETARY




image1.jpg
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207




UAL-PA-04815-LA-1802893
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    AGTA Matters
References:    1)    Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft); and
2)    Aircraft General Terms Agreement dated as of October 10, 1997 between the parties, identified as AGTA-CAL (AGTA),
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement or the AGTA, as the context requires.
1.AGTA Basic Articles.
Article 11 of the AGTA i entitled “Notices” is revised to read as follows:
Article 11.    Notices.
All notices required by this AGTA or by any applicable purchase agreement will be written in English, will be effective on the date of receipt, and will be delivered or transmitted by any customary means to the appropriate address or number listed below:
UNITED
BOEING

By mail:
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606

By Courier:
United Airlines, Inc.
233 South Wacker Drive – HDQPP
Chicago, Illinois 60606
Attn: Vice President of Procurement_______________
By mail:
The Boeing Company
P.O. Box 3707
Mail Code: 21-43
Seattle, WA 98124
By Courier:
Boeing Commercial Airplanes
1901 Oakesdale Avenue SW
Renton, Washington 98057
Attn: Vice President – Contracts
Mail Code 21-24
UAL-PA-04815-LA-1802893    
AGTA Matters    Page 1
BOEING / UNITED AIRLINES PROPRIETARY
image_014a.jpg


2.Appendices to the AGTA.
Appendix I, entitled “SAMPLE Insurance Certificate”, under the LIMITS OF LIABILITY section, the aircraft models and corresponding insurance amounts are hereby revised as follows:    
787, all models***

3.Exhibit C to the AGTA, “Product Assurance Document”.
3.1    Part 2, Article 3.1, subsection (i), of Exhibit C of the AGTA is revised to read as follows:
for Boeing aircraft models 777F, 777-200, 777-300ER, 737-600, 737-700, 737-800, 737-900, 737-7, 737-8, 737-9, 737-10, 787 or new aircraft models designed and manufactured with similar, new technology and for the model 747-8, the warranty period ends *** after Delivery.
Very truly yours,

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-In-Fact

UAL-PA-04815-LA-1802893    
AGTA Matters    Page 2
BOEING / UNITED AIRLINES PROPRIETARY
image_014a.jpg


ACCEPTED AND AGREED TO this
Date:
May 31, 2018
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Senior Vice President Finance and acting Chief Financial Officer

UAL-PA-04815-LA-1802893    
AGTA Matters    Page 3
BOEING / UNITED AIRLINES PROPRIETARY
image1.jpg
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207



UAL-PA-04815-LA-1802894
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    Assignment Matters
References:    1)     Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft); and
2)    Aircraft General Terms Agreement dated as of October 10, 1997 between the parties, identified as AGTA-CAL (AGTA)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement and the AGTA. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement or the AGTA, as the context requires.
1.Assignment of Customer’s Interest.
Notwithstanding any statement to the contrary in the Purchase Agreement or the AGTA, Boeing will consent to any reasonable request by Customer to assign the Purchase Agreement to any Customer controlled subsidiary provided that:
1.aCustomer notifies Boeing of its intent to exercise its right to assign Aircraft in writing no less than *** prior to the first day of the scheduled delivery month of the Aircraft to be assigned, ***;
1.bBoeing shall not be subject to any additional liability as a result of the assignment which Boeing would not otherwise be subject to under the Purchase Agreement;
1.cCustomer’s assignment will include all of its rights and obligations under the Purchase Agreement with respect to the Aircraft and Customer’s assignee will assume all of Customer’s right and obligations under the Purchase Agreement with respect to the Aircraft.
1.dCustomer’s assignee is a controlled subsidiary of Customer at the time of assignment.
1.eThe assignment shall not modify in any respect the continued rights of Boeing under the Purchase Agreement, or require Boeing to divest itself of title to or possession of the Aircraft, or any other things, until delivery thereof and full payment is provided to Boeing; and
1.fBoeing is provided with an adequate guarantee of performance of all obligations under this Purchase Agreement in a form reasonably satisfactory to Boeing;
UAL-PA-04815-LA-1802894    
Assignment Matters    Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_014a.jpg



2.Assignment.
Except as provided herein, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
3.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890 entitled “Privileged and Confidential Matters”.
Very truly yours,

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact

UAL-PA-04815-LA-1802894    
Assignment Matters    Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_014a.jpg



ACCEPTED AND AGREED TO this
Date:May    31, 2018
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Senior Vice President Finance and acting Chief Financial Officer

UAL-PA-04815-LA-1802894    
Assignment Matters    Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY




image1.jpg
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207


UAL-PA-04815-LA-1802895
United Airlines, Inc.    
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    *** Matters
References:    1)    Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft); and
2)    Aircraft General Terms Agreement dated as of October 10, 1997 between the parties, identified as AGTA-CAL (AGTA)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. The Purchase Agreement incorporates the terms and conditions of the AGTA. This Letter Agreement modifies certain terms and conditions of the AGTA with respect to the Aircraft. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement or the AGTA, as the context requires.
1.***
2.***
3.*** Rights.
3.aCustomer agrees that ***.
3.bIn the event Boeing *** to Boeing pursuant to Article 3.1, absent instruction from Boeing to the contrary, Customer shall, *** under the Purchase Agreement as amended by this Letter Agreement. Customer will ***.
3.cFor all purposes of this paragraph 3, including without limitation, notice, *** or any other application, ***. Boeing expressly reserves all of its rights and remedies under any agreement and applicable law.
4.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04815-LA-1802894 entitled “Assignment Matters”, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
UAL-PA-04815-LA-1802895    
*** Matters    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_014a.jpg


5.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890 entitled “Privileged and Confidential Matters”.
If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below.

Very truly yours,
THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact

UAL-PA-04815-LA-1802895    
*** Matters    Page 2
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_014a.jpg


ACCEPTED AND AGREED TO this
Date:May 31, 2018
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Senior Vice President Finance and acting
Chief Financial Officer


UAL-PA-04815-LA-1802895    
*** Matters    Page 3
BOEING/UNITED AIRLINES, INC. PROPRIETARY






image1.jpg
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207



UAL-PA-04815-LA-1802896
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    Model 787 e-Enabling Software Matters
References:    1)    Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft); and
2)    Customer Services General Terms Agreement No. 24-1 dated as of August 27, 1997 (CSGTA) between Boeing and Customer, including Supplemental Agreement for Electronic Access (SA-EA) and Supplemental Agreement for eEnabling (SA-eE)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. The Purchase Agreement incorporates the terms and conditions of the CSGTA. This Letter Agreement modifies certain terms and conditions of the CSGTA with respect to the Aircraft. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement or the CSGTA, as the context requires.
1.Customer’s Aircraft is equipped with onboard loadable hardware, including such hardware as the *** and the ***. Boeing will load certain data and install certain Boeing e-Enabling software, as set forth in the Purchase Agreement and the 787 Software License Orders, on the loadable hardware. All such e-Enabling software licensed from Boeing will be considered ***, and not ***, as these terms are defined in the Purchase Agreement.
2.Certain technical data and maintenance information specified in Article 3 of Part 3 of Supplemental Exhibit CS1 to the Purchase Agreement may be provided in ***, made available for loading onto Customer’s maintenance laptop or conveyed through electronic access. Such data and the software required to access such data and information will be considered ***, and not *** even when used onboard the Aircraft.
UAL-PA-04815-LA-1802896    Page 1
787 e-Enabling
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_014a.jpg

3.Additional Terms and Conditions.
Boeing will license and load or install the above *** on the following conditions:
(a)Notwithstanding any provision in the Purchase Agreement to the contrary, the license and access to the *** referred to in Articles 1 and 2, above, as well as the provision and license of the *** for the *** and the ***, will be pursuant to the terms and conditions of the CSGTA; and
(b)The DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES provisions in Article 11 of Part 2 of Exhibit C of the AGTA and the insurance provisions of Article 8.2 of the AGTA will apply to Boeing’s loading/installation of the ***.
4.    The parties acknowledge that the CSGTA has previously been executed by the parties *** delivery of Customer’s first 787 Aircraft under this Purchase Agreement.
Very truly yours,
THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact

UAL-PA-04815-LA-1802896    Page 2
787 e-Enabling
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_014a.jpg

ACCEPTED AND AGREED TO this
Date:May 31, 2018
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Senior Vice President Finance and
acting Chief Financial Officer


UAL-PA-04815-LA-1802896    Page 3
787 e-Enabling
BOEING/UNITED AIRLINES, INC. PROPRIETARY




    The Boeing Company
    P.O. Box 3707
    Seattle, WA 98124 2207


UAL-PA-04815-LA-1802897
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    *** Aircraft
Reference:    Purchase Agreement 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.
Boeing agrees to manufacture and sell to Customer additional Boeing model 787-*** aircraft and 787-*** aircraft with either model being referred to herein as *** Aircraft. The model, delivery *** per aircraft and *** schedule are listed in Attachments A-1 and A-2 to this Letter Agreement (collectively Attachment A or Attachments).
1.Aircraft Description and Changes.
1.aAircraft Description: The *** Aircraft are described by the Detail Specification listed in Attachment A, and are subject to the items in section 1.2 below.
1.bChanges: The Detail Specification will be revised to include:
(1)Changes applicable to the *** Model 787 aircraft which are developed by Boeing between the date of the Detail Specification and the signing of the definitive agreement to purchase the *** Aircraft;
(2)Changes required to obtain required regulatory certificates; and
(3)Changes mutually agreed upon.
2.Price.
2.a.The *** of the *** Aircraft are listed in Attachment A to this Letter Agreement.
2.b.***
2.2.i.***. The *** that will be identified in the definitive agreement for the *** Aircraft will equal (i) the *** as of the date of execution of the Purchase Agreement for the ***, and (ii) for any changes incorporated between the date of execution of the Purchase
P.A. No. 04815        
UAL-PA-04815-LA-1802897, *** Aircraft    Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_011.jpg


Agreement for the *** and the date of execution of the definitive agreement for the *** Aircraft, the *** associated with such changes will be those first published by Boeing ***.  For the avoidance of doubt, *** that are not published by Boeing as of the date of execution of the Purchase Agreement for the *** will be *** to the same *** as the *** for the *** in accordance with *** Boeing uses ***.  The *** for the *** Aircraft will *** in accordance with Supplemental Exhibit AE1.  Boeing represents that the *** provided in this Article 2.2 are consistent with the terms of Letter Agreement 6-1162-KKT-080, as amended.
2.2.ii.***. The *** and the *** for *** Aircraft will be *** on the same basis as the Aircraft, and will *** to Boeing’s *** as of the date of execution of the definitive agreement for the *** Aircraft.
2.2.iii.***. The ***, listed in Exhibit Supplement EE1 to the Purchase Agreement, have been *** to the months of scheduled delivery using *** listed in the Attachment A to this Letter Agreement. The *** will be *** by the *** prior to the signing of a definitive agreement for the *** Aircraft.
2.2.iv.***. The *** and the *** of the *** Aircraft will be *** to Boeing’s and the *** as of the date of execution of the definitive agreement for the *** Aircraft.
3.Payment.

3.1    Customer will pay a *** to Boeing in the amount shown in Attachment A for each *** Aircraft (***), on the date of this Letter Agreement. If Customer *** an ***, the *** will be *** against the ***. If Customer does not *** an ***, Boeing will retain the *** for that *** Aircraft and apply it, ***. If no ***, then the *** may be applied to *** for Boeing *** and ***.
5.bIf Customer *** its *** to acquire an *** Aircraft, *** in the amounts and at the times listed in Attachment A will be *** for that *** Aircraft. The *** of the Aircraft Price for that *** Aircraft will be paid ***.
4.***
5.aCustomer may *** by giving written notice to Boeing no later than (i) *** for the *** Aircraft delivering in ***; and (ii) *** prior to the first business day of the applicable delivery month listed in the Attachment for all remaining *** Aircraft.
5.bCustomer’s Model 787-*** aircraft and 787-*** aircraft in Attachment A and to this Letter Agreement are scheduled by ***. Upon *** of an *** Aircraft, Boeing has the *** the scheduled delivery by *** or *** from the month in Attachment A to this Letter Agreement with written notice to Customer no less than *** prior to the scheduled delivery month; provided, that Boeing will endeavor to *** whose scheduled delivery months are *** whose scheduled delivery months are ***. Any *** will *** Aircraft delivery schedule and all other applicable terms and conditions will be *** accordingly. Such delivery *** will not be considered either an *** or ***, and all applicable terms and conditions set forth in the Purchase Agreement (e.g., *** and *** and ***) shall be aligned to such *** delivery month.
P.A. No. 04815        
UAL-PA-04815-LA-1802897, *** Aircraft    Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_011.jpg


5.Contract Terms.
Boeing and Customer will use their best efforts to reach a definitive agreement for the purchase of an *** Aircraft, including the terms and conditions contained in this Letter Agreement, in the Purchase Agreement, and other terms and conditions as may be agreed upon to add the *** Aircraft to the Purchase Agreement as an Aircraft. If the parties have not entered into a definitive agreement within *** following ***, either party *** the purchase of *** Aircraft by giving written notice to the other within ***. If Customer and Boeing *** into such definitive agreement, Boeing will *** the *** for that *** Aircraft unless *** is attributable to ***, in which case the *** shall be *** to Customer ***.

Attachment A-1: 787-***: *** Aircraft Delivery, Description, Price and ***
Attachment A-2: 787-***: *** Aircraft Delivery, Description, Price and ***

Very truly yours,

THE BOEING COMPANY
ByIrma L. Krueger
ItsAttorney-in-Fact
P.A. No. 04815        
UAL-PA-04815-LA-1802897, *** Aircraft    Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY

image_24a.jpg



ACCEPTED AND AGREED TO this
Date:
May 31 , 2018
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:Senior Vice President Finance and acting Chief Financial Officer

P.A. No. 04815        
UAL-PA-04815-LA-1802897, Option Aircraft    Page 4
BOEING PROPRIETARY
image_011.jpg


Attachment A-1 to Letter Agreement UAL-PA-04815-LA-1802897
787-*** Aircraft ***
 Delivery, Description, Price and ***
(787-***)
*** to be delivered to Customer under any purchase agreement
***		THIS TABLE PREPARED USING *** 787-***/787-*** Aircraft
***
Airframe Model/MTOW:787-****** pounds#*** pounds#Detail Specification:***2Q12 External Fcst
Engine Model/Thrust:****** pounds*** poundsAirframe Price Base Year/*** Formula:******
Airframe Price:******Engine Price Base Year/*** Formula:******
*** Features:***2***2Airframe *** Data:
Sub-Total of Airframe and Features:******Base Year Index (ECI):***
Engine Price (Per Aircraft):***1***1Base Year Index (CPI):***
Aircraft Basic Price (Excluding BFE/SPE):******Engine *** Data:
Buyer Furnished Equipment (BFE) Estimate:***Base Year Index (ECI):***
In-Flight Entertainment (IFE) Estimate:***Base Year Index (CPI):***
Non-Refundable Deposit/Aircraft at Def Agreement***+
# of AircraftDelivery DateNumber of Aircraft***
Factor		***
Factor		****** Estimate *** Base Price Per A/P*** Per Aircraft (Amts. Due/*** Prior to Delivery):
************
(Airframe)(Engine)************
*********************************
Total:***
1 ***
2 ***
+ ***
# ***
P.A. No. 04815        
UAL-PA-04815-LA-1802897, *** Aircraft    Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_011.jpg


Attachment A-2 to Letter Agreement 04815-LA-1802897 Entitled "*** Aircraft"
787-*** Aircraft Delivery, Description, Price and ***
(787-***)
Airframe Model/MTOW:787-****** pounds1Detail Specification:***4Q15 External Fcst
Engine Model/Thrust:****** poundsAirframe Price Base Year/*** Formula:******
Airframe Price:***Engine Price Base Year/*** Formula:******
*** Features:***3
Sub-Total of Airframe and Features:***Airframe *** Data:
Engine Price (Per Aircraft):***2Base Year Index (ECI):***
Aircraft Basic Price (Excluding BFE/SPE):***Base Year Index (CPI):***
Buyer Furnished Equipment (BFE) Estimate:***Engine *** Data:
In-Flight Entertainment (IFE) Estimate:***Base Year Index (ECI):***
Deposit per Aircraft:***Base Year Index (CPI):***
# of AircraftDelivery DateNumber of Aircraft*** Factor (Airframe)*** Factor (Engine)*** Forecast*** Expiration Date***
Estimate *** Base
Price Per A/P		*** Per Aircraft (Amts. Due/*** Prior to Delivery):
************
************
************************************
Total:***
1 ***
2 ***
3 *** Letter Agreement UAL-PA-04815-LA-1802881 entitled "Open Configuration Matters"
P.A. No. 04815        
UAL-PA-04815-LA-1802897, *** Aircraft    Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image1.jpg
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207




UAL-PA-04815-LA-1802898
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    *** Rights for Certain 787 Aircraft
Reference:    Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used and not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.
1.In response to Customer’s ***, Boeing is *** to *** Boeing Model 787-*** aircraft (787 *** Aircraft) specified in Attachment 1 to this Letter Agreement as follows:
1.aIf Customer desires *** of the *** 787 *** Aircraft, then Customer must provide written notice to Boeing by a date that is *** (Approval Deadline) of its *** of the *** 787 *** Aircraft (Such notice referred to herein as a *** Notice and the 787 Aircraft are defined as the *** 787 Aircraft). /
1.1.iIf Customer provides a *** Notice pursuant to Section 1.1 above prior to the Approval Deadline in respect of the *** 787 Aircraft, then with respect to the *** 787 Aircraft:
1.1.1.1The rights and obligations of both parties will *** in respect of *** 787 Aircraft.
1.1.1.2Boeing will *** the *** of *** 787 Aircraft.
1.1.1.3Boeing will *** the 787 *** and *** Customer obligations for (i) *** obligations; (ii) *** at aircraft delivery or (iii) Customer’s *** of Boeing *** and ***.
1.bUnless Customer provides Boeing with a *** Notice by the Approval Deadline:
i.The *** for each 787 *** Aircraft will be due according to the payment schedule included in Attachment 1 to this Letter Agreement; and
ii.Each 787 *** Aircraft shall be deemed (i) a *** 787-*** Aircraft; or (ii) if *** pursuant to Letter Agreement No. UAL-PA-04815-LA-1802885 entitled “Aircraft Model ***”, a 787-*** Aircraft or a 787-*** Aircraft, as applicable, for all purposes of the Purchase Agreement including the Letter Agreement entitled “Special Matters”. The parties will deem Attachment 1 to be a supplement to the Table 1 in effect at the date of this Letter Agreement without further Purchase Agreement revision being required. For administrative convenience, a compilation of Table 1 to the Purchase Agreement to formally incorporate the Attachment 1 revisions can be prepared if requested by either party.
UAL-PA-04815-LA-1802898    
*** Rights: Certain 787 Aircraft    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_014a.jpg





1.cThe parties agree to execute a revision of Letter Agreement 6-1162-RCN-1935 Amendment 1R5 by no later than December 5, 2018 for actions taken or not taken by Customer as a result of this Letter Agreement.
2.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890.
Very truly yours,

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact


UAL-PA-04815-LA-1802898    
*** Rights: Certain 787 Aircraft    Page 2
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_014a.jpg





ACCEPTED AND AGREED TO this
Date:May 31, 2018
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Senior Vice President Finance and
acting Chief Financial Officer


UAL-PA-04815-LA-1802898    
*** Rights: Certain 787 Aircraft    Page 3
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_014a.jpg





Attachment 1 to Letter Agreement 04815-LA-1802898 Entitled "*** Rights for Certain 787 Aircraft"
787-*** Aircraft Delivery, Description, Price and ***
(787-***)
Airframe Model/MTOW:787-****** pounds1Detail Specification:***4Q15 External Fcst
Engine Model/Thrust:****** poundsAirframe Price Base Year/*** Formula:******
Airframe Price:***Engine Price Base Year/*** Formula:******
*** Features:***3
Sub-Total of Airframe and Features:***Airframe *** Data:
Engine Price (Per Aircraft):***2Base Year Index (ECI):***
Aircraft Basic Price (Excluding BFE/SPE):***Base Year Index (CPI):***
Buyer Furnished Equipment (BFE) Estimate:***Engine *** Data:
In-Flight Entertainment (IFE) Estimate:***Base Year Index (ECI):***
Deposit per Aircraft:***4Base Year Index (CPI):***
# of AircraftDelivery DateNumber of Aircraft*** Factor (Airframe)*** Factor (Engine)*** Forecast***
Estimate *** Base
Price Per A/P		*** Per Aircraft (Amts. Due/*** Prior to Delivery):
************
************
*********************************
Total:***
1 ***
2 ***
3 *** Letter Agreement UAL-PA-04815-LA-1802881 entitled "Open Configuration
     Matters"
4 Amount is as of the Effective Date
UAL-PA-04815-LA-1802898    
*** Rights: Certain 787 Aircraft    Page 4
BOEING/UNITED AIRLINES, INC. PROPRIETARY
 EX-10.93 8 ual_12312210kex1093.htm EX-10.93 Document
Exhibit 10.93
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
SUPPLEMENTAL AGREEMENT NO. 1 to
PURCHASE AGREEMENT NUMBER 04815
between
THE BOEING COMPANY
and
UNITED AIRLINES, INC.
relating to
BOEING MODEL 787 AIRCRAFT
THIS SUPPLEMENTAL AGREEMENT No. 1 (SA-1) is entered into as of September 25, 2018 by and between The Boeing Company, a Delaware corporation, (Boeing) and United Airlines, Inc., a Delaware corporation, (Customer);
Customer and Boeing entered into Purchase Agreement No. 04815 dated as of the 31st day of May of 2018 as amended and supplemented (Purchase Agreement), relating to the purchase and sale of Model 787 aircraft. This Supplemental Agreement is an amendment to the Purchase Agreement;
WHEREAS, Customer and Boeing agree to incorporate each of the 787 *** Aircraft into the Purchase Agreement individually and collectively as additional *** 787-*** Aircraft (as both of those terms have been previously defined in the Purchase Agreement);
WHEREAS, Customer has requested and Boeing has agreed to provide certain *** applicable to *** of the additional *** 787-*** Aircraft;
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:
1.Table of Contents.
The “Table of Contents” is deleted in its entirety and replaced with the attached “Table of Contents” (identified by “SA-1”).
2.Tables.
Table 1 entitled “787-*** Aircraft Delivery, Description, Price and ***” is deleted in its entirety and replaced with the attached similarly titled “Table 1” (identified by “SA-1”) to incorporate the additional *** 787-*** Aircraft.
UAL-PA-04815    SA-1    Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY

3.Letter Agreements.
3.a.Letter Agreement No. UAL-PA- 04815-LA-1802886 entitled “Special Matters” is deleted in its entirety and replaced with Letter Agreement UAL-PA-04815-LA-1802886R1 (identified by “SA-1”) to incorporate the additional *** 787-*** Aircraft.
3.b.With incorporation of the Additional 787-*** Aircraft into the Purchase Agreement, Letter Agreement No. UAL-PA- 04815-LA-1802898 entitled “*** Rights: Certain 787 Aircraft” is deleted in its entirety.
3.c.Letter Agreement No. UAL-PA-04815-LA-1807152 entitled “*** Rights: in *** 787-*** Aircraft” (identified by “SA-1”) is added to the Purchase Agreement to provide Customer with certain ***.
4.Miscellaneous.
Boeing and Customer agree that *** is *** by Customer as the *** under this Supplemental Agreement No. 1. *** will be *** for *** by no later than ***.
The rest of the page is intentionally blank. Signature page follows.

UAL-PA-04815    SA-1    Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY

EXECUTED IN DUPLICATE as of the day and year first written above.




THE BOEING COMPANYUNITED AIRLINES, INC.
/s/ Irma L. Krueger/s/ Gerald Laderman
SignatureSignature
Irma L. KruegerGerald Laderman
Printed NamePrinted Name


Attorney-in-Fact

Executive Vice President and
Chief Financial Officer
TitleTitle

UAL-PA-04815    SA-1    Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY

TABLE OF CONTENTS

ARTICLES
SA NUMBER
Article 1.Quantity, Model and Description
Article 2.Delivery Schedule
Article 3.Price
Article 4.Payment
Article 5.Additional Terms
TABLE
1.
787-*** Aircraft Delivery, Description, Price and ***
SA-1
EXHIBITS
A
787-*** Aircraft Configuration
A2
787-*** Aircraft Configuration
B.
Aircraft Delivery Requirements and Responsibilities
SUPPLEMENTAL EXHIBITS
AE1.
***/Airframe and *** Features for the 787 Aircraft
BFE1.
BFE Variables 787-*** Aircraft
CS1.
Customer Support Document
EE1.
Engine ***, Engine Warranty and ***
SLP1.
Service Life Policy Components
TABLE OF CONTENTS, CONTINUED

LETTER AGREEMENTS
SA NUMBER
UAL-PA-04815    Table of Contents, Page 1 of 4     SA-1
BOEING / UNITED AIRLINES, INC. PROPRIETARY

LA-1802881Open Configuration Matters
LA-1802882
Special Matters Relating to COTS Software and End User License Agreements
LA-1802883
Installation of Cabin Systems Equipment
LA-1802884
Model 787 Post-Delivery Software & Data Loading
LA-1802885
Aircraft Model ***
Attachment A, 787-*** Airframe Pricing of *** Aircraft with ***
Attachment B, 787-*** with ***
Attachment C, 787-*** with ***
LA-1802886Special MattersSA-1
LA-1802887***
LA-1802888
*** for 787-*** Aircraft
LA-1802889Demonstration Flight Waiver
LA-1802890Privileged and Confidential Matters
LA-1802891
787-***
LA-1802892787 Special Terms – Seats
LA-1802893AGTA Matters
LA-1802894Assignment Matters
LA-1802895
*** Matters
LA-1802896Model 787 e- Enabling
TABLE OF CONTENTS, CONTINUED

LETTER AGREEMENTS
SA NUMBER
LA-1802897
*** Aircraft
Attachment A-1, 787-***with *** Engines: *** Aircraft Delivery, Description, Price and ***
UAL-PA-04815    Table of Contents, Page 2 of 4     SA-1
BOEING / UNITED AIRLINES, INC. PROPRIETARY

Attachment A-2, 787-***with *** Engines: *** Aircraft Delivery, Description, Price and ***
LA-1802898
*** Rights for Certain 787 Aircraft
Deleted by §3 of SA-1
LA-1807152
*** Rights: in *** 787-*** Aircraft
SA-1

UAL-PA-04815    Table of Contents, Page 3 of 4     SA-1
BOEING / UNITED AIRLINES, INC. PROPRIETARY

SUPPLEMENTAL AGREEMENTSDATED AS OF
Supplemental Agreement No. 1 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . September 25, 2018

UAL-PA-04815    Table of Contents, Page 4 of 4     SA-1
BOEING / UNITED AIRLINES, INC. PROPRIETARY

Table 1 to Purchase Agreement No. 04815
787-*** Aircraft Delivery, Description, Price and ***
(787-***)
Airframe Model/MTOW:787-****** pounds1Detail Specification:***4Q15 External Fcst
Engine Model/Thrust:****** poundsAirframe Price Base Year/*** Formula:******
Airframe Price:***Engine Price Base Year/*** Formula:******
*** Features:***3
Sub-Total of Airframe and Features:***Airframe *** Data:
Engine Price (Per Aircraft):***2Base Year Index (ECI):***
Aircraft Basic Price (Excluding BFE/SPE):***Base Year Index (CPI):***
Buyer Furnished Equipment (BFE) Estimate:***Engine *** Data:
Seller Purchased Equipment (SPE) Estimate:***Base Year Index (ECI):***
Deposit per Aircraft:***4Base Year Index (CPI):***
# of AircraftDelivery DateNumber of Aircraft*** Factor (Airframe)*** Factor (Engine)*** Forecast***
Estimate *** Base
Price Per A/P		*** Per Aircraft (Amts. Due/*** Prior to Delivery):
************
************
*********************************
Total:***
1 ***
2 ***
3 *** Letter Agreement UAL-PA-04815-LA-1802881 entitled "Open Configuration Matters"
4 *** Effective Date as defined in the originally executed Purchase Agreement
UAL-PA-04815    Table of Contents, Page 5 of 4     SA-1
BOEING / UNITED AIRLINES, INC. PROPRIETARY
    The Boeing Company
    P.O. Box 3707
    Seattle, WA 98124 2207
UAL-PA-04815-LA-1802886R1
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    Special Matters
Reference:    Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement. This Letter Agreement replaces and supersedes Letter Agreement 1802886 dated May 31, 2018 in its entirety.
1.***
1.a.787-***.
In consideration of Customer's purchase of 787-*** Aircraft, Boeing *** at the time of delivery of each 787-*** Aircraft and 787-*** Aircraft, a *** to Customer ***. The *** is subject to the *** as *** at the time of delivery. *** may *** to *** at the time of delivery for such Aircraft, or for the *** of Boeing *** and ***, but *** on Aircraft.
1.b.787-***.
In consideration of Customer's purchase of 787-*** Aircraft, Boeing *** at the time of delivery of each 787-*** Aircraft and 787-*** Aircraft, a *** to Customer ***. The *** is subject to the *** as *** at the time of delivery. *** may *** at the time of delivery for such Aircraft, or for the *** of Boeing *** and ***, but *** on Aircraft.
1.c.787-***.
In consideration of Customer's purchase of 787-*** Aircraft, Boeing *** at the time of delivery of each 787-*** Aircraft and 787-*** Aircraft, a *** to Customer ***. The *** is subject to the *** as *** at the time of delivery. *** may *** at the time of delivery for such Aircraft, or for the *** of Boeing *** and ***, but *** on Aircraft.
2.***
3.***
4.***
5.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04815-LA-1802894 entitled “Assignment Matters”, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
UAL-PA-04815-LA-1802886R1    SA-1
Special Matters    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_051.jpg
6.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890 entitled “Privileged and Confidential Matters”.
Very truly yours,

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact


UAL-PA-04815-LA-1802886R1    SA-1
Special Matters    Page 2
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_051.jpg


ACCEPTED AND AGREED TO this
Date:September 25, 2018
UNITED AIRLINES, INC.
By/s/ Gerald Laderman
Its
Executive Vice President and
Chief Financial Officer


UAL-PA-04815-LA-1802886R1    SA-1
Special Matters    Page 3
BOEING/UNITED AIRLINES, INC. PROPRIETARY

    Attachment A
Section 4.1 (ii) 787-*** Aircraft ***
***
RegistrationManufacturer Serial Number
*********
Attachment A to UAL-PA-04815-LA-1802886R1    SA-1
Special Matters    Att. A, Page 1 of 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY

Attachment B
Section 4.2 787-*** Aircraft ***
***
RegistrationManufacturer Serial Number
*********

Attachment B to UAL-PA-04815-LA-1802886R1    SA-1
Special Matters    Att. B, Page 1 of 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image20.jpg
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207

UAL-PA-04815-LA-1807152
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    *** Rights in *** 787-*** Aircraft
Reference:    Purchase Agreement No. PA-04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. References to the Purchase Agreement are to the Purchase Agreement as amended from time to time, including by way of this Letter Agreement and other letter agreements between Boeing and Customer.
1.*** Rights
Customer has the *** the delivery of *** of the *** 787-*** Aircraft (as that term is defined in Letter Agreement UAL-PA-04815-LA-1802886R1 entitled “Special Matters”) from *** delivery month, pursuant to the terms of this Letter Agreement (*** Rights). For the avoidance of doubt, the *** of *** Rights is ***.
2.Notice Requirement.
Customer will provide written notice (*** Notice) of its *** of any eligible *** 787-*** Aircraft no earlier and no later than the *** specified in Attachment 1 to this Letter Agreement. Each *** 787-*** Aircraft, once *** with *** as specified in Section 4 herein, is referred to herein as an *** Aircraft.
3.Definitive Agreement.
If Customer provides Boeing with an *** Notice in accordance with the terms of this Letter Agreement and *** specified in Attachment 1, then the parties will sign a definitive agreement to *** for each *** Aircraft (Supplemental Agreement) within *** of the *** Notice. The Supplemental Agreement will include the provisions of the Purchase Agreement as modified to reflect the provisions of this Letter Agreement. In the event the parties *** a Supplemental Agreement within *** following ***, either party *** of a *** 787-*** Aircraft by giving written notice to the other ***. If Customer and Boeing *** a Supplemental Agreement, then the delivery month of *** 787-*** Aircraft is ***.
4.BFE.
The BFE *** will be *** to support the scheduled delivery month of any applicable *** Aircraft.
UAL-PA-3776-LA-1606848R2    SA-1
*** Rights    LA Page 1
BOEING PROPRIETARY
image_050.jpg

5.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04815-LA-1802894 entitled “Assignment Matters”, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or in part.
6.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890 entitled “Privileged and Confidential Matters”.
Very truly yours,

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date:September 25, 2018
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Executive Vice President
and Chief Financial Officer

UAL-PA-04815-LA-1801752    SA-1
*** Rights    LA Page 2
BOEING PROPRIETARY
image_050.jpg


UAL-PA-04815-LA-1801752    SA-1
*** Rights    LA Page 3
BOEING PROPRIETARY



image_42.jpg

UAL-PA-04815-LA-1801752    SA-1
*** Rights    LA Page 2
BOEING PROPRIETARY
Attachment 1: ***
***************


Attachment 1 to UAL-PA-04815-LA-1807152    SA- 1
*** Rights    Attachment 1, Page 1
BOEING PROPRIETARY
 EX-10.94 9 ual_12312210kex1094.htm EX-10.94 Document
Exhibit 10.94
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
SUPPLEMENTAL AGREEMENT NO. 2 to
PURCHASE AGREEMENT NUMBER 04815
between
THE BOEING COMPANY
and
UNITED AIRLINES, INC.
relating to
BOEING MODEL 787 AIRCRAFT
THIS SUPPLEMENTAL AGREEMENT No. 2 (SA-2) is entered into as of November 1, 2018 by and between The Boeing Company, a Delaware corporation, (Boeing) and United Airlines, Inc., a Delaware corporation, (Customer);
Customer and Boeing entered into Purchase Agreement No. 04815 dated as of the 31st day of May of 2018 as amended and supplemented (Purchase Agreement), relating to the purchase and sale of Model 787 aircraft. This Supplemental Agreement is an amendment to the Purchase Agreement;
WHEREAS, Boeing and Customer agree to (i) *** the delivery of *** 787-*** Aircraft; and (ii) *** the scheduled delivery *** of *** 787-*** Aircraft.
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:
1.Table of Contents.
The “Table of Contents” is deleted in its entirety and replaced with the attached “Table of Contents” (identified by “SA-2”).
2.Tables.
Table 1 entitled “787-*** Aircraft Delivery, Description, Price and ***” is deleted in its entirety and replaced with the attached similarly titled “Table 1” (identified by “SA-2”) to reflect the *** of *** 787-*** Aircraft.
UAL-PA-04815    SA-2    Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY

3.Attachments to Letter Agreements.
Attachment A-1 to Letter Agreement UAL-PA-04815-LA-1802897 entitled “787-*** Aircraft ***” is deleted in its entirety and replaced with the attached similarly titled Attachment A-1 (identified by “SA-2”) to reflect the *** of *** 787-*** Aircraft.
4.Miscellaneous.
Boeing and Customer agree that *** by Customer as *** under this Supplemental Agreement No. 2. *** will be *** by no later than *** after execution of this Supplemental Agreement No. 2.
The rest of the page is intentionally blank. Signature page follows.

UAL-PA-04815    SA-2    Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY

EXECUTED IN DUPLICATE as of the day and year first written above.




THE BOEING COMPANYUNITED AIRLINES, INC.
/s/ Irma L. Krueger/s/ Gerald Laderman
SignatureSignature
Irma L. KruegerGerald Laderman
Printed NamePrinted Name


Attorney-in-Fact

Executive Vice President and
Chief Financial Officer
TitleTitle

UAL-PA-04815    SA-2    Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY

TABLE OF CONTENTS

ARTICLES
SA NUMBER
Article 1.Quantity, Model and Description
Article 2.Delivery Schedule
Article 3.Price
Article 4.Payment
Article 5.Additional Terms
TABLE
1.
787-*** Aircraft Delivery, Description, Price and ***
SA-2
EXHIBITS
A
787-*** Aircraft Configuration
A2
787-*** Aircraft Configuration
B.
Aircraft Delivery Requirements and Responsibilities
SUPPLEMENTAL EXHIBITS
AE1.
***/Airframe and *** Features for the 787 Aircraft
BFE1.
BFE Variables 787-*** Aircraft
CS1.
Customer Support Document
EE1.
Engine ***, Engine Warranty and ***
SLP1.
Service Life Policy Components
TABLE OF CONTENTS, CONTINUED

LETTER AGREEMENTS
SA NUMBER
UAL-PA-04815    Table of Contents, Page 1 of 4     SA-2
BOEING / UNITED AIRLINES, INC. PROPRIETARY

LA-1802881Open Configuration Matters
LA-1802882
Special Matters Relating to COTS Software and End User License Agreements
LA-1802883
Installation of Cabin Systems Equipment
LA-1802884
Model 787 Post-Delivery Software & Data Loading
LA-1802885
Aircraft Model ***
Attachment A, 787-***Airframe Pricing of *** Aircraft with ***
Attachment B, 787-***with ***
Attachment C, 787-***with ***
LA-1802886Special MattersSA-1
LA-1802887***
LA-1802888
*** for 787-*** Aircraft
LA-1802889Demonstration Flight Waiver
LA-1802890Privileged and Confidential Matters
LA-1802891
787-***
LA-1802892787 Special Terms – Seats
LA-1802893AGTA Matters
LA-1802894Assignment Matters
LA-1802895
*** Matters
LA-1802896Model 787 e- Enabling
TABLE OF CONTENTS, CONTINUED

LETTER AGREEMENTS
SA NUMBER
LA-1802897
*** Aircraft
Attachment A-1, 787-***with *** Engines: *** Aircraft Delivery, Description, Price and ***
SA-2
UAL-PA-04815    Table of Contents, Page 2 of 4     SA-2
BOEING / UNITED AIRLINES, INC. PROPRIETARY

Attachment A-2, 787-***with *** Engines: *** Aircraft Delivery, Description, Price and ***
LA-1802898
*** Rights for Certain 787 Aircraft
Deleted by §3 of SA-1
LA-1807152
*** Rights: in *** 787-*** Aircraft
SA-1

UAL-PA-04815    Table of Contents, Page 3 of 4     SA-2
BOEING / UNITED AIRLINES, INC. PROPRIETARY

SUPPLEMENTAL AGREEMENTSDATED AS OF
Supplemental Agreement No. 1 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . September 25, 2018
Supplemental Agreement No. 2 . . . . . . . . . . . .. . . . . . . . . . . . . . . . November 1, 2018

UAL-PA-04815    Table of Contents, Page 4 of 4     SA-2
BOEING / UNITED AIRLINES, INC. PROPRIETARY

Table 1 to Purchase Agreement No. 04815
787-*** Aircraft Delivery, Description, Price and ***
(787-***)
Airframe Model/MTOW:787-****** pounds1Detail Specification:***4Q15 External Fcst
Engine Model/Thrust:****** poundsAirframe Price Base Year/*** Formula:******
Airframe Price:***Engine Price Base Year/*** Formula:******
*** Features:***3
Sub-Total of Airframe and Features:***Airframe *** Data:
Engine Price (Per Aircraft):***2Base Year Index (ECI):***
Aircraft Basic Price (Excluding BFE/SPE):***Base Year Index (CPI):***
Buyer Furnished Equipment (BFE) Estimate:***Engine *** Data:
Seller Purchased Equipment (SPE) Estimate:***Base Year Index (ECI):***
Deposit per Aircraft:***4Base Year Index (CPI):***
# of AircraftDelivery DateNumber of Aircraft*** Factor (Airframe)*** Factor (Engine)*** Forecast
Manufacturer Serial Number++
***
Estimate *** Base
Price Per A/P		*** Per Aircraft (Amts. Due/*** Prior to Delivery):
************
************
************************************
Total:***
1 ***
2 ***
3 *** Letter Agreement UAL-PA-04815-LA-1802881 entitled "Open Configuration Matters"
4 Amount is as of the Effective Date as defined in the originally executed Purchase Agreement
++ Manufacturer Serial Numbers are ***
UAL-PA-04815    Table of Contents, Page 5 of 4     SA-2
BOEING / UNITED AIRLINES, INC. PROPRIETARY

Table 1 to Purchase Agreement No. 04815
787-*** Aircraft Delivery, Description, Price and ***
(787-***)
*** to be delivered to Customer under any purchase agreement
***		***
Airframe Model/MTOW:787-****** pounds#*** pounds#Detail Specification:***4Q15 External Fcst
Engine Model/Thrust:****** pounds*** poundsAirframe Price Base Year/*** Formula:******
Airframe Price:******Engine Price Base Year/*** Formula:******
*** Features:***2***2Airframe *** Data:
Sub-Total of Airframe and Features:******Base Year Index (ECI):***
Engine Price (Per Aircraft):***1***1Base Year Index (CPI):***
Aircraft Basic Price (Excluding BFE/SPE):******Engine *** Data:
Buyer Furnished Equipment (BFE) Estimate:***Base Year Index (ECI):***
In-Flight Entertainment (IFE) Estimate:***Base Year Index (CPI):***
Non-Refundable Deposit/Aircraft at Def Agreement***+
# of AircraftDelivery DateNumber of Aircraft***
Factor		***
Factor		****** Estimate *** Base Price Per A/P*** Per Aircraft (Amts. Due/***. Prior to Delivery):
************
(Airframe)(Engine)************
*********************************
Total:***
1 ***
2 ***
+***
# ***
UAL-PA-04815    Table of Contents, Page 6 of 4     SA-2
BOEING / UNITED AIRLINES, INC. PROPRIETARY
 EX-10.95 10 ual_12312210kex1095.htm EX-10.95 Document
Exhibit 10.95
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
SUPPLEMENTAL AGREEMENT NO. 3 to
PURCHASE AGREEMENT NUMBER 04815
between
THE BOEING COMPANY
and
UNITED AIRLINES, INC.
relating to
BOEING MODEL 787 AIRCRAFT
THIS SUPPLEMENTAL AGREEMENT No. 3 (SA-3) is entered into as of December 12, 2018 by and between The Boeing Company, a Delaware corporation, (Boeing) and United Airlines, Inc., a Delaware corporation, (Customer);
Customer and Boeing entered into Purchase Agreement No. 04815 dated as of the 31st day of May of 2018 as amended and supplemented (Purchase Agreement), relating to the purchase and sale of Model 787 aircraft. This Supplemental Agreement is an amendment to the Purchase Agreement;
WHEREAS, Boeing and Customer agree to (i) *** the delivery of *** 787-*** Aircraft; and (ii) *** the *** and the scheduled delivery *** of *** 787-*** Aircraft.
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:
1.Table of Contents.
The “Table of Contents” is deleted in its entirety and replaced with the attached “Table of Contents” (identified by “SA-3”).
2.Tables.
Table 1 entitled “787-*** Aircraft Delivery, Description, Price and ***” is deleted in its entirety and replaced with the attached similarly titled “Table 1” (identified by “SA-3”) to reflect the *** of *** 787-*** Aircraft.
UAL-PA-04815    SA-3    Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY

3.Attachments to Letter Agreements.
Attachment A-2 to Letter Agreement UAL-PA-04815-LA-1802897 entitled “787-*** Aircraft ***” is deleted in its entirety and replaced with the attached similarly titled Attachment A-1 (identified by “SA-3”) to *** the *** and the scheduled delivery *** of *** 787-*** Aircraft.
4.Miscellaneous.
4.a.Boeing and Customer agree that *** is *** by Customer as the *** under this SA-3 and *** in accordance with Letter Agreement UAL-LA-1808318R1.
4.b.References. The parties agree that Sections (iii) and (iv) in Letter Agreement LA-1802886R1 entitled “Special Matters” are deemed to be revised as follows:
“(iii) Any 787-*** aircraft *** from the *** of Customer’s *** in any of the *** 787-*** Aircraft scheduled for delivery in ***, pursuant to Letter Agreement UAL-PA-04815-LA-1802897 entitled “*** Aircraft” (collectively and each an *** Aircraft) and *** pursuant to the *** Letter (***);
(iv) Any 787-*** aircraft *** from the *** of Customer’s *** in any of the *** 787-*** Aircraft scheduled for delivery in ***, pursuant to Letter Agreement UAL-PA-04815-LA-1802897 entitled “*** Aircraft” (collectively and each an *** Aircraft) (***); and”
The rest of the page is intentionally blank. Signature page follows.

UAL-PA-04815    SA-3    Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY

EXECUTED IN DUPLICATE as of the day and year first written above.




THE BOEING COMPANYUNITED AIRLINES, INC.
/s/ Irma L. Krueger/s/ Gerald Laderman
SignatureSignature
Irma L. KruegerGerald Laderman
Printed NamePrinted Name


Attorney-in-Fact

Executive Vice President and
Chief Financial Officer
TitleTitle

UAL-PA-04815    SA-3    Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY

TABLE OF CONTENTS

ARTICLES
SA NUMBER
Article 1.Quantity, Model and Description
Article 2.Delivery Schedule
Article 3.Price
Article 4.Payment
Article 5.Additional Terms
TABLE
1.
787-*** Aircraft Delivery, Description, Price and ***
SA-3
EXHIBITS
A
787-*** Aircraft Configuration
A2
787-*** Aircraft Configuration
B.
Aircraft Delivery Requirements and Responsibilities
SUPPLEMENTAL EXHIBITS
AE1.
***/Airframe and *** Features for the 787 Aircraft
BFE1.
BFE Variables 787-*** Aircraft
CS1.
Customer Support Document
EE1.
Engine ***, Engine Warranty and ***
SLP1.
Service Life Policy Components
TABLE OF CONTENTS, CONTINUED

LETTER AGREEMENTS
SA NUMBER
UAL-PA-04815    Table of Contents, Page 1 of 4     SA-3
BOEING / UNITED AIRLINES, INC. PROPRIETARY

LA-1802881Open Configuration Matters
LA-1802882
Special Matters Relating to COTS Software and End User License Agreements
LA-1802883
Installation of Cabin Systems Equipment
LA-1802884
Model 787 Post-Delivery Software & Data Loading
LA-1802885
Aircraft Model ***
Attachment A, 787-***Airframe Pricing of *** Aircraft with ***
Attachment B, 787-***with ***
Attachment C, 787-***with ***
LA-1802886Special MattersSA-1
LA-1802887***
LA-1802888
*** for 787-*** Aircraft
LA-1802889Demonstration Flight Waiver
LA-1802890Privileged and Confidential Matters
LA-1802891
787-***
LA-1802892787 Special Terms – Seats
LA-1802893AGTA Matters
LA-1802894Assignment Matters
LA-1802895
*** Matters
LA-1802896Model 787 e- Enabling
TABLE OF CONTENTS, CONTINUED

LETTER AGREEMENTS
SA NUMBER
LA-1802897
*** Aircraft
Attachment A-1, 787-***with *** Engines: *** Aircraft Delivery, Description, Price and ***
SA-2
UAL-PA-04815    Table of Contents, Page 2 of 4     SA-3
BOEING / UNITED AIRLINES, INC. PROPRIETARY

Attachment A-2, 787-***with *** Engines: *** Aircraft Delivery, Description, Price and ***
SA-3
LA-1802898
*** Rights for Certain 787 Aircraft
Deleted by §3 of SA-1
LA-1807152
*** Rights: in *** 787-*** Aircraft
SA-1

UAL-PA-04815    Table of Contents, Page 3 of 4     SA-3
BOEING / UNITED AIRLINES, INC. PROPRIETARY

SUPPLEMENTAL AGREEMENTSDATED AS OF
Supplemental Agreement No. 1 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . September 25, 2018
Supplemental Agreement No. 2 . . . . . . . . . . . .. . . . . . . . . . . . . . . . November 1, 2018
Supplemental Agreement No. 3 . . . . . . . . . . . .. . . . . . . . . . . . . . . . December 12, 2018

UAL-PA-04815    Table of Contents, Page 4 of 4     SA-3
BOEING / UNITED AIRLINES, INC. PROPRIETARY

Table 1 to Purchase Agreement No. 04815
787-*** Aircraft Delivery, Description, Price and ***
(787-***)
Airframe Model/MTOW:787-****** pounds1Detail Specification:***4Q15 External Fcst
Engine Model/Thrust:****** poundsAirframe Price Base Year/*** Formula:******
Airframe Price:***Engine Price Base Year/*** Formula:******
*** Features:***3
Sub-Total of Airframe and Features:***Airframe *** Data:
Engine Price (Per Aircraft):***2Base Year Index (ECI):***
Aircraft Basic Price (Excluding BFE/SPE):***Base Year Index (CPI):***
Buyer Furnished Equipment (BFE) Estimate:***Engine *** Data:
Seller Purchased Equipment (SPE) Estimate:***Base Year Index (ECI):***
Deposit per Aircraft:***4Base Year Index (CPI):***
# of AircraftDelivery DateNumber of Aircraft*** Factor (Airframe)*** Factor (Engine)*** Forecast
Manufacturer Serial Number++
***
Estimate *** Base
Price Per A/P		*** Per Aircraft (Amts. Due/*** Prior to Delivery):
************
************
************************************
Total:***
1 ***
2 ***
3 *** Letter Agreement UAL-PA-04815-LA-1802881 entitled "Open Configuration Matters"
4 Amount is as of the Effective Date as defined in the originally executed Purchase Agreement
++ Manufacturer Serial Numbers are ***
UAL-PA-04815    Table of Contents, Page 5 of 4     SA-3
BOEING / UNITED AIRLINES, INC. PROPRIETARY

Attachment A-2 to Letter Agreement 04815-LA-1802897 Entitled "*** Aircraft"
787-*** Aircraft Delivery, Description, Price and ***
(787-***)
Airframe Model/MTOW:787-****** pounds1Detail Specification:***4Q15 External Fcst
Engine Model/Thrust:****** poundsAirframe Price Base Year/*** Formula:******
Airframe Price:***Engine Price Base Year/*** Formula:******
*** Features:***3
Sub-Total of Airframe and Features:***Airframe *** Data:
Engine Price (Per Aircraft):***2Base Year Index (ECI):***
Aircraft Basic Price (Excluding BFE/SPE):***Base Year Index (CPI):***
Buyer Furnished Equipment (BFE) Estimate:***Engine *** Data:
In-Flight Entertainment (IFE) Estimate:***Base Year Index (ECI):***
Deposit per Aircraft:***Base Year Index (CPI):***
# of AircraftDelivery DateNumber of Aircraft*** Factor (Airframe)*** Factor (Engine)*** Forecast******
Estimate *** Base
Price Per A/P		*** Per Aircraft (Amts. Due/*** Prior to Delivery):
************
************
************************************
Total:***
1 ***
2 ***
3 *** Letter Agreement UAL-PA-04815-LA-1802881 entitled "Open Configuration Matters"
+ ***
UAL-PA-04815    Table of Contents, Page 6 of 4     SA-3
BOEING / UNITED AIRLINES, INC. PROPRIETARY
 EX-10.96 11 ual_12312210kex1096.htm EX-10.96 Document
Exhibit 10.96
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
SUPPLEMENTAL AGREEMENT NO. 4 to
PURCHASE AGREEMENT NUMBER 04815
between
THE BOEING COMPANY
and
UNITED AIRLINES, INC.
relating to
BOEING MODEL 787 AIRCRAFT
THIS SUPPLEMENTAL AGREEMENT No. 4 (SA-4) is entered into as of April _26_, 2019 by and between The Boeing Company, a Delaware corporation, (Boeing) and United Airlines, Inc., a Delaware corporation, (Customer);
Customer and Boeing entered into Purchase Agreement No. 04815 dated as of the 31st day of May of 2018 as amended and supplemented (Purchase Agreement), relating to the purchase and sale of Model 787 aircraft. This Supplemental Agreement is an amendment to the Purchase Agreement;
WHEREAS, Boeing and Customer agree to *** the delivery of *** 787-*** Aircraft.
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:
1.Table of Contents.
The “Table of Contents” is deleted in its entirety and replaced with the attached “Table of Contents” (identified by “SA-4”).
2.Tables.
Table 1 entitled “787-*** Aircraft Delivery, Description, Price and ***” is deleted in its entirety and replaced with the attached similarly titled “Table 1” (identified by “SA-4”) to reflect the *** of *** 787-*** Aircraft.
UAL-PA-04815    SA-4    Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY

3.Miscellaneous.
Boeing and Customer agree that *** by Customer as *** under this SA-4 and *** in accordance with Letter Agreement UAL-LA-1808318R2.
The rest of the page is intentionally blank. Signature page follows.

UAL-PA-04815    SA-4    Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY

EXECUTED IN DUPLICATE as of the day and year first written above.




THE BOEING COMPANYUNITED AIRLINES, INC.
/s/ Irma L. Krueger/s/ Gerald Laderman
SignatureSignature
Irma L. KruegerGerald Laderman
Printed NamePrinted Name


Attorney-in-Fact

Executive Vice President and
Chief Financial Officer
TitleTitle

UAL-PA-04815    SA-4    Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY

TABLE OF CONTENTS

ARTICLES
SA NUMBER
Article 1.Quantity, Model and Description
Article 2.Delivery Schedule
Article 3.Price
Article 4.Payment
Article 5.Additional Terms
TABLE
1.
787-*** Aircraft Delivery, Description, Price and ***
SA-4
EXHIBITS
A
787-*** Aircraft Configuration
A2
787-*** Aircraft Configuration
B.
Aircraft Delivery Requirements and Responsibilities
SUPPLEMENTAL EXHIBITS
AE1.
***/Airframe and *** Features for the 787 Aircraft
BFE1.
BFE Variables 787-*** Aircraft
CS1.
Customer Support Document
EE1.
Engine ***, Engine Warranty and ***
SLP1.
Service Life Policy Components
TABLE OF CONTENTS, CONTINUED

LETTER AGREEMENTS
SA NUMBER
UAL-PA-04815    Table of Contents, Page 1 of 4     SA-4
BOEING / UNITED AIRLINES, INC. PROPRIETARY

LA-1802881Open Configuration Matters
LA-1802882
Special Matters Relating to COTS Software and End User License Agreements
LA-1802883
Installation of Cabin Systems Equipment
LA-1802884
Model 787 Post-Delivery Software & Data Loading
LA-1802885
Aircraft Model ***
Attachment A, 787-***Airframe Pricing of *** Aircraft with ***
Attachment B, 787-***with ***
Attachment C, 787-***with ***
LA-1802886Special MattersSA-1
LA-1802887***
LA-1802888
*** for 787-*** Aircraft
LA-1802889Demonstration Flight Waiver
LA-1802890Privileged and Confidential Matters
LA-1802891
787-***
LA-1802892787 Special Terms – Seats
LA-1802893AGTA Matters
LA-1802894Assignment Matters
LA-1802895
*** Matters
LA-1802896Model 787 e- Enabling
TABLE OF CONTENTS, CONTINUED

LETTER AGREEMENTS
SA NUMBER
LA-1802897
*** Aircraft
Attachment A-1, 787-***with *** Engines: *** Aircraft Delivery, Description, Price and ***
SA-2
UAL-PA-04815    Table of Contents, Page 2 of 4     SA-4
BOEING / UNITED AIRLINES, INC. PROPRIETARY

Attachment A-2, 787-***with *** Engines: *** Aircraft Delivery, Description, Price and ***
SA-3



UAL-PA-04815    Table of Contents, Page 3 of 4     SA-4
BOEING / UNITED AIRLINES, INC. PROPRIETARY

SUPPLEMENTAL AGREEMENTSDATED AS OF
Supplemental Agreement No. 1 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . September 25, 2018
Supplemental Agreement No. 2 . . . . . . . . . . . .. . . . . . . . . . . . . . . . November 1, 2018
Supplemental Agreement No. 3 . . . . . . . . . . . .. . . . . . . . . . . . . . . . December 12, 2018
Supplemental Agreement No. 4 . . . . . . . . . . . .
. . . . . . . . . . . . . . . . April 26, 2019

UAL-PA-04815    Table of Contents, Page 4 of 4     SA-4
BOEING / UNITED AIRLINES, INC. PROPRIETARY

Table 1 to Purchase Agreement No. 04815
787-*** Aircraft Delivery, Description, Price and ***
(787-***)
Airframe Model/MTOW:787-****** pounds1Detail Specification:***4Q15 External Fcst
Engine Model/Thrust:****** poundsAirframe Price Base Year/*** Formula:******
Airframe Price:***Engine Price Base Year/*** Formula:******
*** Features:***3
Sub-Total of Airframe and Features:***Airframe *** Data:
Engine Price (Per Aircraft):***2Base Year Index (ECI):***
Aircraft Basic Price (Excluding BFE/SPE):***Base Year Index (CPI):***
Buyer Furnished Equipment (BFE) Estimate:***Engine *** Data:
Seller Purchased Equipment (SPE) Estimate:***Base Year Index (ECI):***
Deposit per Aircraft:***4Base Year Index (CPI):***
# of AircraftDelivery DateNumber of Aircraft*** Factor (Airframe)*** Factor (Engine)*** Forecast
Manufacturer Serial Number++
***
Estimate *** Base
Price Per A/P		*** Per Aircraft (Amts. Due/*** Prior to Delivery):
************
************
************************************
Total:***
1 ***
2 ***
3 *** Letter Agreement UAL-PA-04815-LA-1802881 entitled "Open Configuration Matters"
4 Amount is as of the Effective Date as defined in the originally executed Purchase Agreement
++ Manufacturer Serial Numbers are ***
UAL-PA-04815    Table of Contents, Page 5 of 4     SA-4
BOEING / UNITED AIRLINES, INC. PROPRIETARY
 EX-10.97 12 ual_12312210kex1097.htm EX-10.97 Document
Exhibit 10.97
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
SUPPLEMENTAL AGREEMENT NO. 5 to
PURCHASE AGREEMENT NUMBER 04815
between
THE BOEING COMPANY
and
UNITED AIRLINES, INC.
relating to
BOEING MODEL 787 AIRCRAFT
THIS SUPPLEMENTAL AGREEMENT No. 5 (SA-5) is entered into as of October _31_, 2019 by and between The Boeing Company, a Delaware corporation, (Boeing) and United Airlines, Inc., a Delaware corporation, (Customer);
Customer and Boeing entered into Purchase Agreement No. 04815 dated as of the 31st day of May of 2018 as amended and supplemented (Purchase Agreement), relating to the purchase and sale of Model 787 aircraft. This Supplemental Agreement is an amendment to the Purchase Agreement;
WHEREAS, Boeing and Customer agree to incorporate certain terms regarding certain aircraft *** into the Purchase Agreement.
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:
1.Table of Contents.
The “Table of Contents” is deleted in its entirety and replaced with the attached “Table of Contents” (identified by “SA-5”).
2.Letter Agreements.
Letter Agreement No. UAL-PA-04815-LA-1907123 entitled “Other Special Matters” is added to the Purchase Agreement (identified by “SA-5”) to incorporate certain terms regarding certain aircraft ***.
The rest of the page is intentionally blank. Signature page follows.

UAL-PA-04815    SA-5    Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY

EXECUTED IN DUPLICATE as of the day and year first written above.




THE BOEING COMPANYUNITED AIRLINES, INC.
/s/ Irma L. Krueger/s/ Gerald Laderman
SignatureSignature
Irma L. KruegerGerald Laderman
Printed NamePrinted Name


Attorney-in-Fact

Executive Vice President and
Chief Financial Officer
TitleTitle

UAL-PA-04815    SA-5    Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY

TABLE OF CONTENTS

ARTICLES
SA NUMBER
Article 1.Quantity, Model and Description
Article 2.Delivery Schedule
Article 3.Price
Article 4.Payment
Article 5.Additional Terms
TABLE
1.
787-*** Aircraft Delivery, Description, Price and ***
SA-4
EXHIBITS
A
787-*** Aircraft Configuration
A2
787-*** Aircraft Configuration
B.
Aircraft Delivery Requirements and Responsibilities
SUPPLEMENTAL EXHIBITS
AE1.
***/Airframe and *** Features for the 787 Aircraft
BFE1.
BFE Variables 787-*** Aircraft
CS1.
Customer Support Document
EE1.
Engine ***, Engine Warranty and ***
SLP1.
Service Life Policy Components
TABLE OF CONTENTS, CONTINUED

LETTER AGREEMENTS
SA NUMBER
UAL-PA-04815    Table of Contents, Page 1 of 4     SA-5
BOEING / UNITED AIRLINES, INC. PROPRIETARY

LA-1802881Open Configuration Matters
LA-1802882
Special Matters Relating to COTS Software and End User License Agreements
LA-1802883
Installation of Cabin Systems Equipment
LA-1802884
Model 787 Post-Delivery Software & Data Loading
LA-1802885
Aircraft Model ***
Attachment A, 787-***Airframe Pricing of *** Aircraft with ***
Attachment B, 787-***with ***
Attachment C, 787-***with ***
LA-1802886Special MattersSA-1
LA-1802887***
LA-1802888
*** for 787-*** Aircraft
LA-1802889Demonstration Flight Waiver
LA-1802890Privileged and Confidential Matters
LA-1802891
787-***
LA-1802892787 Special Terms – Seats
LA-1802893AGTA Matters
LA-1802894Assignment Matters
LA-1802895
*** Matters
LA-1802896Model 787 e- Enabling
TABLE OF CONTENTS, CONTINUED

LETTER AGREEMENTS
SA NUMBER
LA-1802897
*** Aircraft
Attachment A-1, 787-***with *** Engines: *** Aircraft Delivery, Description, Price and ***
SA-2
UAL-PA-04815    Table of Contents, Page 2 of 4     SA-5
BOEING / UNITED AIRLINES, INC. PROPRIETARY

Attachment A-2, 787-***with *** Engines: *** Aircraft Delivery, Description, Price and ***
SA-3
LA-1907123
Other Special Matters
SA-5


UAL-PA-04815    Table of Contents, Page 3 of 4     SA-5
BOEING / UNITED AIRLINES, INC. PROPRIETARY

SUPPLEMENTAL AGREEMENTSDATED AS OF
Supplemental Agreement No. 1 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . September 25, 2018
Supplemental Agreement No. 2 . . . . . . . . . . . .. . . . . . . . . . . . . . . . November 1, 2018
Supplemental Agreement No. 3 . . . . . . . . . . . .. . . . . . . . . . . . . . . . December 12, 2018
Supplemental Agreement No. 4 . . . . . . . . . . . .. . . . . . . . . . . . . . . . April 26, 2019
Supplemental Agreement No. 5. . . . . . . . . . . .
. . . . . . . . . . . . . . . . October _31_, 2019

UAL-PA-04815    Table of Contents, Page 4 of 4     SA-5
BOEING / UNITED AIRLINES, INC. PROPRIETARY


imagec.jpg
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207



UAL-PA-04815-LA-1907123
United Airlines, Inc.
233 South Wacker Drive
Chicago, IL 60606
Subject:    Other Special Matters
Reference:    Purchase Agreement No. 04815 (Purchase Agreement) between Boeing and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used and not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. References to the Purchase Agreement are to the Purchase Agreement as amended from time to time, including by way of this Letter Agreement and other letter agreements between Boeing and Customer.
1.Reserved.
2.Reserved.
3.***
4.Reserved.
5.Reserved.
6.Reserved.
7.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04815-LA-1802894 entitled “Assignment Matters”, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
UAL-PA-04815-LA-1907123    Page 5
Other Special Matters    SA-5
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_0c.jpg
8.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890 entitled “Privileged and Confidential Matters”.
Very truly yours,

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-In-Fact

UAL-PA-04815-LA-1907123    Page 6
Other Special Matters    SA-5
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_0c.jpg
ACCEPTED AND AGREED TO this
Date:October 31 , 2019
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:Executive Vice President and
Chief Financial Officer

UAL-PA-04815-LA-1907123    Page 7
Other Special Matters    SA-5
BOEING / UNITED AIRLINES, INC. PROPRIETARY
 EX-10.98 13 ual_12312210kex1098.htm EX-10.98 Document
Exhibit 10.98
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
SUPPLEMENTAL AGREEMENT NO. 6 to
PURCHASE AGREEMENT NUMBER 04815
between
THE BOEING COMPANY
and
UNITED AIRLINES, INC.
relating to
BOEING MODEL 787 AIRCRAFT
THIS SUPPLEMENTAL AGREEMENT No. 6 (SA-6) is entered into as of February 7, 2020 by and between The Boeing Company, a Delaware corporation, (Boeing) and United Airlines, Inc., a Delaware corporation, (Customer);
Customer and Boeing entered into Purchase Agreement No. 04815 dated as of the 31st day of May of 2018 as amended and supplemented (Purchase Agreement), relating to the purchase and sale of Model 787 aircraft. This Supplemental Agreement is an amendment to the Purchase Agreement;
WHEREAS, Boeing and Customer agree on the terms on which the Purchase Agreement will be revised to reflect:
(1)Customer’s *** of *** 787-*** Aircraft with scheduled delivery in *** resulting in *** 787-*** Aircraft;
(2)Buyer furnished equipment variable requirements for 787-*** Aircraft;
(3)*** applicable to the *** 787-*** Aircraft;
(4)Customer’s *** of *** 787-*** Aircraft with scheduled delivery in *** resulting in *** 787-*** Aircraft;
(5)The *** 787-*** Aircraft after Customer’s *** in 787-*** Aircraft
(6)The revision of the *** of *** 787-*** Aircraft scheduled for delivery ***;
(7)The additional terms and *** applicable to the 787-*** Aircraft;
(8)The terms and conditions applicable to 787-*** Aircraft ***;
(9)The *** applicable to the *** 787-*** Aircraft;
(10)The *** terms and conditions applicable to the 787-*** aircraft;
(11)The *** awarded as a result of Customer’s purchase of the *** 787-*** Aircraft; AND
(12)The terms regarding certain *** for the *** 787-*** aircraft ***.
UAL-PA-04815    SA-6    Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY

WHEREAS, Customer has previously executed documents reflecting Customer acceptance of Configuration *** for the 787-*** and the parties now desire to conform and further amend the Purchase Agreement to reflect the following:
(1)Incorporation of all Customer Configuration *** into Table 1;
(ii)    Replacement of the existing Exhibit A with a revised Exhibit A reflecting the Customer Configuration ***; and
(iii)    Termination of the Open Matters Letter as it relates to the Customer Configured Aircraft;
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:
1.Table of Contents.
The “Table of Contents” is deleted in its entirety and replaced with the attached “Table of Contents” (identified by “SA-6”).
2.Tables.
2.a.The Table 1 entitled “787-*** Aircraft Delivery, Description, Price and ***” is deleted in its entirety and replaced with the attached similarly titled “Table 1” (identified by “SA-6”) to incorporate the Customer Configuration *** for each *** 787-*** Aircraft.
2.b.The Table 1 entitled “787-*** Aircraft Delivery, Description, Price and ***” is added to the Purchase Agreement to add the *** 787-*** Aircraft.
3.Exhibit and Supplemental Exhibit.
3.a.The Exhibit A entitled “787-*** Aircraft Configuration” is deleted in its entirety and replaced with the attached similarly titled “Exhibit A” (identified by “SA-6”) to incorporate the Customer Configuration *** for each *** 787-*** Aircraft.
3.b.Supplemental Exhibit BFE1 entitled “BFE Variables 787-*** Aircraft” is added to the Purchase Agreement to add buyer furnished equipment variable requirements for the *** 787-*** Aircraft.
4.Letter Agreements.
4.a.Letter Agreement No. UAL-PA-04815-LA-1802881 entitled “Open Configuration Matters” is deleted from the Purchase Agreement (identified by “SA-6”) to reflect termination of the obligations therein.
4.b.Letter Agreement No. UAL-PA-04815-LA-1802886R1 entitled “Special Matters” is deleted in its entirety and replaced with similarly titled Letter Agreement No. UAL-PA-04815-LA-1802886R2 (identified by “SA-6”) to incorporate certain terms regarding the *** 787-*** Aircraft and other 787-*** aircraft.
4.c.Attachment A-1, 787-*** with *** Aircraft Delivery, Description, Price and *** to Letter Agreement UAL-PA-04815-LA-1802897 entitled “*** Aircraft” is deleted in its
UAL-PA-04815    SA-6    Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY

entirety and replaced with similarly titled Attachment A-1 787-***with *** (identified by “SA-6”) to reflect the *** 787-*** Aircraft as a result of Customer’s *** therein.
4.d.Attachment A-2, 787-*** with *** Aircraft Delivery, Description, Price and *** to Letter Agreement UAL-PA-04815-LA-1802897 entitled “*** Aircraft” is deleted in its entirety and replaced with similarly titled Attachment A-2 787-***with *** (identified by “SA-6”) to revise the *** expiration date applicable to the *** 787-*** Aircraft scheduled for delivery ***.
4.e.Letter Agreement No. UAL-PA-04815-LA-2000321 entitled “*** Rights for Certain 787 Aircraft” is added to the Purchase Agreement (identified by “SA-6”) to incorporate certain additional terms regarding *** 787-*** aircraft.
4.f.Letter Agreement No. UAL-PA-04815-LA-2000325 entitled “*** for 787-*** Aircraft” is added to the Purchase Agreement.
4.g.Letter Agreement No. UAL-PA-04815-LA-2000327 entitled “*** for 787-*** Aircraft” is added to the Purchase Agreement.
4.h.Letter Agreement No. UAL-PA-04815-LA-2000328 entitled “787-***” is added to the Purchase Agreement.
4.i.Letter Agreement No. UAL-PA-04815-LA-2000341 entitled “CS1 Special Matters” is added to the Purchase Agreement to update the *** as a result of Customer’s Purchase of the *** 787-*** Aircraft.
4.j.Letter Agreement No. UAL-PA-04815-LA-2000366 entitled “*** for 787-*** Aircraft” is added to the Purchase Agreement for the *** 787-*** aircraft ***.
5.Miscellaneous.
5.a.If Boeing or Customer determines that the Purchase Agreement should be further amended as a result of *** 787-*** Aircraft, then Boeing and Customer will work together for a mutually agreeable solution including further amendment of the Purchase Agreement.
5.b.Boeing and Customer agree that *** by Customer as the *** under this SA-6 and *** no later than *** after executing this SA-6.
The rest of the page is intentionally blank. Signature page follows.

UAL-PA-04815    SA-6    Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY

EXECUTED IN DUPLICATE as of the day and year first written above.




THE BOEING COMPANYUNITED AIRLINES, INC.
/s/ Irma L. Krueger/s/ Gerald Laderman
SignatureSignature
Irma. L. Krueger
Gerald Laderman
Printed NamePrinted Name


Attorney-in-Fact

Executive Vice President and
Chief Financial Officer
TitleTitle

UAL-PA-04815    SA-6    Page 4
BOEING / UNITED AIRLINES, INC. PROPRIETARY

TABLE OF CONTENTS

ARTICLES
SA NUMBER
Article 1.Quantity, Model and Description
Article 2.Delivery Schedule
Article 3.Price
Article 4.Payment
Article 5.Additional Terms
TABLE
1.
787-*** Aircraft Delivery, Description, Price and ***
SA-6
1.
787-*** Aircraft Delivery, Description, Price and ***
SA-6
EXHIBITS
A
787-*** Aircraft Configuration
SA-6
A2
787-*** Aircraft Configuration
B.
Aircraft Delivery Requirements and Responsibilities
SUPPLEMENTAL EXHIBITS
AE1.
***/Airframe and *** Features for the 787 Aircraft
BFE1.
BFE Variables 787-*** Aircraft
BFE1.
BFE Variables 787-*** Aircraft
SA-6
CS1.
Customer Support Document
EE1.
Engine ***, Engine Warranty ***
SLP1.
Service Life Policy Components
UAL-PA-04815    Table of Contents, Page 1 of 4     SA-6
BOEING / UNITED AIRLINES, INC. PROPRIETARY

TABLE OF CONTENTS, CONTINUED

LETTER AGREEMENTS
SA NUMBER
LA-1802882
Special Matters Relating to COTS Software and End User License Agreements
LA-1802883
Installation of Cabin Systems Equipment
LA-1802884
Model 787 Post-Delivery Software & Data Loading
LA-1802885
Aircraft Model ***
Attachment A, 787-*** Airframe Pricing of *** Aircraft with ***
Attachment B, 787-*** with ***
Attachment C, 787-*** with ***
LA-1802886R2Special MattersSA-6
LA-1802887***
LA-1802888
*** for 787-*** Aircraft
LA-1802889Demonstration Flight Waiver
LA-1802890Privileged and Confidential Matters
LA-1802891
787-***
LA-1802892787 Special Terms – Seats
LA-1802893AGTA Matters
LA-1802894Assignment Matters
LA-1802895
*** Matters
LA-1802896Model 787 e- Enabling
TABLE OF CONTENTS, CONTINUED

LETTER AGREEMENTS
SA NUMBER
LA-1802897
*** Aircraft
UAL-PA-04815    Table of Contents, Page 2 of 4     SA-6
BOEING / UNITED AIRLINES, INC. PROPRIETARY

Attachment A-1, 787-*** with *** Engines: *** Aircraft Delivery, Description, Price and ***
SA-6
Attachment A-2, 787-*** with *** Engines: *** Aircraft Delivery, Description, Price and ***
SA-6
LA-1907123
Other Special Matters
SA-5
LA-2000321
*** Rights for Certain 787 Aircraft
SA-6
LA-2000325
*** for 787-*** Aircraft
SA-6
LA-2000327
*** for 787-*** Aircraft
SA-6
LA-2000328
787-***
SA-6
LA-2000341
CS1 Special Matters
SA-6
LA-2000366
*** for 787-*** Aircraft
SA-6

UAL-PA-04815    Table of Contents, Page 3 of 4     SA-6
BOEING / UNITED AIRLINES, INC. PROPRIETARY

SUPPLEMENTAL AGREEMENTSDATED AS OF
Supplemental Agreement No. 1 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . September 25, 2018
Supplemental Agreement No. 2 . . . . . . . . . . . .. . . . . . . . . . . . . . . . November 1, 2018
Supplemental Agreement No. 3 . . . . . . . . . . . .. . . . . . . . . . . . . . . . December 12, 2018
Supplemental Agreement No. 4 . . . . . . . . . . . .. . . . . . . . . . . . . . . . April 26, 2019
Supplemental Agreement No. 5. . . . . . . . . . . .. . . . . . . . . . . . . . . . October 31, 2019
Supplemental Agreement No. 6. . . . . . . . . . . .. . . . . . . . . . . . . . . . February 7, 2020
    
UAL-PA-04815    Table of Contents, Page 4 of 4     SA-6
BOEING / UNITED AIRLINES, INC. PROPRIETARY
Table 1 to Purchase Agreement No. 04815
787-*** Aircraft Delivery, Description, Price and ***
(787-***)
Airframe Model/MTOW:787-****** pounds1Detail Specification:***4Q15 External Fcst
Engine Model/Thrust:****** pounds2Airframe Price Base Year/*** Formula:******
Airframe Price:***Engine Price Base Year/*** Formula:******
*** Features:***
Sub-Total of Airframe and Features:***Airframe *** Data:
Engine Price (Per Aircraft):***2Base Year Index (ECI):***
Aircraft Basic Price (Excluding BFE/SPE):***Base Year Index (CPI):***
Buyer Furnished Equipment (BFE) Estimate:***Engine *** Data:
Seller Purchased Equipment (SPE) Estimate:***Base Year Index (ECI):***
Deposit per Aircraft:***3Base Year Index (CPI):***
# of AircraftDelivery DateNumber of Aircraft*** Factor (Airframe)*** Factor (Engine)*** ForecastManufacturer Serial Number++*** Estimate *** Base Price Per A/P*** Per Aircraft (Amts. Due/*** Prior to Delivery):
************
************
************************************
Total:***
1 ***
2 ***
3 Amount is as of the Effective Date as defined in the originally executed Purchase Agreement
++ Manufacturer Serial Numbers are ***
UAL-PA-04815
APR 115269		Boeing Proprietary
787-*** Table 1: SA-6, Page 1
Table 1 to Purchase Agreement No. 04815
787-*** Aircraft *** Delivery, Description, Price and ***
(787-***)
Airframe Model/MTOW:787-****** pounds#Detail Specification:******
Engine Model/Thrust:****** poundsAirframe Price Base Year/*** Formula:******
Airframe Price:***Engine Price Base Year/*** Formula:******
*** Features:***Airframe *** Data:
Sub-Total of Airframe and Features:***Base Year Index (ECI):***
Engine Price (Per Aircraft) :***1Base Year Index (CPI):***
Aircraft Basic Price (Excluding BFE/SPE):***Engine *** Data:
Buyer Furnished Equipment (BFE) Estimate:***Base Year Index (ECI):***
Seller Purchased Equipment (SPE) Estimate:***Base Year Index (CPI):***
# of AircraftDelivery DateNumber of Aircraft*** Factor*** Factor*** forecast being usedSerial Number +*** Estimate *** Base Price Per A/P*** Per Aircraft (Amts. Due/*** Prior to Delivery):
************
(Airframe)(Engine)************
************************************
Total:***
1 ***
# *** Aircraft are eligible for the provisions of Letter Agreement UAL-PA-04815-LA-2000325 entitled “*** for 787-*** Aircraft", as amended
+ Serial numbers, if provided, are for informational purposes only ***
APR-114675BOEING / UNITED AIRLINES PROPRIETARY
787-*** Table 1 (SA-6), Page 1



787-*** AIRCRAFT CONFIGURATION

between

THE BOEING COMPANY

and

UNITED AIRLINES, INC.


Exhibit A to Purchase Agreement Number 04815 for


787-*** Aircraft with ***




P.A. No. 04815    A    SA-6
BOEING PROPRIETARY
Exhibit A to
Purchase Agreement No. 04815
Page 2





AIRCRAFT CONFIGURATION


relating to


BOEING MODEL 787-*** AIRCRAFT




The Detail Specification is Boeing document entitled Detail specification D019E001UAL89P-1-TBD (the designator is TBD due to the Detail Specification being aligned by manufacturer serial number (MSN), e.g., for the 787-*** aircraft ***, the Detail Specification is number D019E001UAL89P-1-66134, Rev (New)). The Detail Specification provides further description of Customer’s configuration set forth in this Exhibit A and is *** as amended to incorporate the *** features (***) listed below, including the effects on *** and ***. The *** reflects and includes all effects of such *** except such *** does not include the *** of any Buyer Furnished Equipment or Seller Purchased Equipment. As soon as practicable, Boeing will furnish to Customer copies of the Detail Specification, which copies will reflect ***.

***







P.A. No. 04815    A    SA-6

BOEING PROPRIETARY
Exhibit A to
Purchase Agreement No. 04815
Page 3
*** Number
Title
Price Per Aircraft ***
*********

P.A. No. 04815    A    SA-6

BOEING PROPRIETARY

BUYER FURNISHED EQUIPMENT VARIABLES

between

THE BOEING COMPANY

and

UNITED AIRLINES, INC.

Supplemental Exhibit BFE1 for 787-*** Aircraft
to Purchase Agreement Number 04815

UAL-PA-04815-BFE1    SA-6    Page 1
BOEING PROPRIETARY

BUYER FURNISHED EQUIPMENT VARIABLES

relating to

BOEING MODEL 787-*** AIRCRAFT

This Supplemental Exhibit BFE1 contains supplier selection dates, on-dock dates and other requirements applicable to the Aircraft.
1.Supplier Selection.
Select and notify Boeing of the suppliers and model/part of the following BFE items by *** of the following ***, unless otherwise indicated:
******
2.On-dock Dates and Other Information.
Unless otherwise indicated, the below “Completion Date” represents the *** of the *** by when the specific milestone must be completed to support the ***.
***: BFE *** Milestones (***)
MilestoneCompletion Date
******
On or before ***, Boeing will provide to Customer BFE requirements, electronically in My Boeing Fleet (MBF) through My Boeing Configuration (MBC) or by other means, setting forth the items, quantities, technical reviews, on-dock dates, shipping instructions and other requirements relating to the in-sequence installation of BFE. These requirements may be periodically revised by Boeing. Customer and Boeing rights and obligations related to the BFE requirements established in this Supplemental Exhibit BFE1 are set forth in Exhibit A to the AGTA. For planning purposes, the first Aircraft preliminary BFE seat requirements and preliminary on-dock dates for all BFE items are set forth below.
Preliminary On-Dock
Note: All requirements are set forth below.
Unless otherwise noted, the due date is the *** of ***.
************

* ***
UAL-PA-04815-BFE1    SA-6    Page 2
BOEING PROPRIETARY

3.    Additional Delivery Requirements - Import.
Customer will be the importer of record (as defined by the U.S. Customs and Border Protection) for all BFE imported into the United States, and as such, it has the responsibility to ensure all of Customer’s BFE shipments comply with U.S. Customs Service regulations. In the event Customer requests Boeing, in writing, to act as importer of record for Customer’s BFE, and Boeing agrees to such request, Customer is responsible for ensuring Boeing can comply with all U.S. Customs Import Regulations by making certain that, at the time of shipment, all BFE shipments comply with the requirements in the “International Shipment Routing Instructions”, including the Customs Trade Partnership Against Terrorism (C-TPAT), as set out on the Boeing website referenced below. Customer agrees to include the International Shipment Routing Instructions, including C-TPAT requirements, in each contract between Customer and BFE supplier.

http://www.boeing.com/companyoffices/doingbiz/supplier_portal/index_general.html
UAL-PA-04815-BFE1    SA-6    Page 3
BOEING PROPRIETARY
    The Boeing Company
    P.O. Box 3707
    Seattle, WA 98124 2207
UAL-PA-04815-LA-1802886R2
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    Special Matters
Reference:    Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement. This Letter Agreement replaces and supersedes Letter Agreement UAL-PA-04815-LA-1802886R1 in its entirety.
1.***
1.a.787-***.
In consideration of Customer's purchase of 787-*** Aircraft, Boeing *** at the time of delivery of each 787-*** Aircraft and 787-*** Aircraft, a *** to Customer ***. The *** is subject to the *** as *** at the time of delivery. *** may *** to *** at the time of delivery for such Aircraft, or for the *** of Boeing *** and ***, but *** Aircraft.
1.b.787-***.
In consideration of Customer's purchase of 787-*** Aircraft, Boeing *** at the time of delivery of each 787-*** Aircraft and 787-*** Aircraft, a *** to Customer ***. The *** is subject to the *** as *** at the time of delivery. *** may *** to *** at the time of delivery for such Aircraft, or for the *** of Boeing *** and ***, but *** Aircraft.
UAL-PA-04815-LA-1802886R2    SA-6
Special Matters    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_013.jpg
1.c.787-***.
In consideration of Customer's purchase of 787-*** Aircraft, Boeing *** at the time of delivery of each 787-*** Aircraft and 787-*** Aircraft, a *** to Customer ***. The *** is subject to the *** as *** at the time of delivery. *** may *** to *** at the time of delivery for such Aircraft, or for the *** of Boeing *** and ***, but *** Aircraft.
1.d.ETOPS ***.
Boeing will issue to Customer a *** applicable to a *** Aircraft at delivery of each Aircraft under the Purchase Agreement *** (ETOPS ***).
2.***
3.***
4.***
5.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04815-LA-1802894 entitled “Assignment Matters”, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
6.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890 entitled “Privileged and Confidential Matters”.
Very truly yours,

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact


UAL-PA-04815-LA-1802886R2    SA-6
Special Matters    Page 2
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_013.jpg

ACCEPTED AND AGREED TO this
Date:February 7 , 2020
UNITED AIRLINES, INC.
By/s/ Gerald Laderman
Its
Executive Vice President and
Chief Financial Officer


UAL-PA-04815-LA-1802886R2    SA-6
Special Matters    Page 3
BOEING/UNITED AIRLINES, INC. PROPRIETARY

    Attachment A
Section 4.1 (ii) 787-*** Aircraft ***
***
******
*********
Attachment A to UAL-PA-04815-LA-1802886R2    SA-6
Special Matters    Att. A, Page 1 of 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY

Attachment B
Section 4.2 787-*** Aircraft ***
***
******
*********

Attachment B to UAL-PA-04815-LA-1802886R2    SA-6
Special Matters    Att. B, Page 1 of 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
Attachment A-1 to Letter Agreement UAL-PA-04815-LA-1802897
787-*** Aircraft *** Delivery, Description, Price and ***
(787-***)
*** 787-*** to be delivered to Customer under any purchase agreement ***/787-******
Airframe Model/MTOW:787-****** pounds#*** pounds#Detail Specification:******
Engine Model/Thrust:****** pounds*** poundsAirframe Price Base Year/*** Formula:******
Airframe Price:******Engine Price Base Year/*** Formula:******
*** Features:***2***2Airframe *** Data:
Sub-Total of Airframe and Features:******Base Year Index (ECI):***
Engine Price (Per Aircraft):***1***1Base Year Index (CPI):***
Aircraft Basic Price (Excluding BFE/SPE):******Engine *** Data:
Buyer Furnished Equipment (BFE) Estimate:***Base Year Index (ECI):***
Seller Purchased Equipment (SPE) Estimate:***Base Year Index (CPI):***
Non-Refundable Deposit/Aircraft at Def Agreement***+
# of AircraftDelivery Date3Number of Aircraft*** Factor*** Factor****** Estimate *** Base Price Per A/P*** Per Aircraft (Amts. Due/*** Prior to Delivery):
************
(Airframe)(Engine)************
*********************************
Total:***
1 ***
2 ***
3 ***
+ ***
# ***
APR 109176-1F.TXTBoeing / United Airlines, Inc. Proprietary
Attachment A-1 to UAL-PA-04815-LA-1802897
787-*** Aircraft, SA-6 Page 1
Attachment A-2 to Letter Agreement 04815-LA-1802897 Entitled "*** Aircraft"
787-*** Aircraft Delivery, Description, Price and ***
(787-***)
Airframe Model/MTOW:787-****** pounds1Detail Specification:******
Engine Model/Thrust:****** pounds2Airframe Price Base Year/*** Formula:******
Airframe Price:***Engine Price Base Year/*** Formula:******
*** Features:***
Sub-Total of Airframe and Features:***Airframe *** Data:
Engine Price (Per Aircraft):***2Base Year Index (ECI):***
Aircraft Basic Price (Excluding BFE/SPE):***Base Year Index (CPI):***
Buyer Furnished Equipment (BFE) Estimate:***4Engine *** Data:
Seller Purchased Equipment (SPE) Estimate:***4Base Year Index (ECI):***
Deposit per Aircraft:***Base Year Index (CPI):***
# of AircraftDelivery Date3Number of Aircraft*** Factor (Airframe)*** Factor (Engine)*** Forecast****** Estimate *** Base Price Per A/P*** Per Aircraft (Amts. Due/*** Prior to Delivery):
************
************
************************************
Total:***
1 ***
2 ***
3 ***
4 ***
UAL-PA-04815
 109176, 113335 4Q18		Boeing Proprietary
787-*** Attachment A-2: SA-6, Page 1
image10.jpg
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207

UAL-PA-04815-LA-2000321
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    *** Rights for Certain 787 Aircraft
Reference:    Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used and not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.
1.In response to Customer’s ***, Boeing is *** to *** Boeing Model 787-*** aircraft (787-*** Aircraft) specified in Attachment 1 to this Letter Agreement as follows:
1.aIf Customer desires *** of the *** 787-*** Aircraft, then Customer must provide written notice to Boeing by a date that is *** (Approval Deadline) of its *** of the *** 787-*** Aircraft (Such notice referred to herein as a *** Notice and the 787 Aircraft are defined as the *** 787 Aircraft).
1.1.iIf Customer provides a *** Notice pursuant to Section 1.1 above prior to the Approval Deadline in respect of the *** 787 Aircraft, then with respect to the *** 787 Aircraft:
1.1.1.1The rights and obligations of both parties will *** in respect of *** 787 Aircraft.
1.1.1.2Boeing will *** the *** of *** 787 Aircraft.
1.1.1.3Boeing will *** the 787-*** and *** Customer obligations for (i) *** obligations; (ii) *** at aircraft delivery or (iii) Customer’s *** of Boeing *** and ***.
1.bUnless Customer provides Boeing with a *** Notice by the Approval Deadline:
i.The *** for each 787-*** Aircraft will be due according to the *** schedule included in Attachment 1 to this Letter Agreement; and
ii.Each 787-*** Aircraft shall be deemed a *** 787-*** Aircraft for all purposes of the Purchase Agreement including the Letter Agreement entitled “Special Matters”. The parties will deem Attachment 1 to be a supplement to the Table 1 in effect at the date of this Letter Agreement without further Purchase Agreement revision being required. For administrative convenience, a compilation of Table 1 to the Purchase
UAL-PA-04815-LA-2000321    
*** Rights: Certain 787 Aircraft    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_017.jpg





Agreement to formally incorporate the Attachment 1 revisions can be prepared if requested by either party.
2.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890.
Very truly yours,

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact


UAL-PA-04815-LA-2000321    
*** Rights: Certain 787 Aircraft    Page 2
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_017.jpg





ACCEPTED AND AGREED TO this
Date:February 7, 2020
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Executive Vice President and
Chief Financial Officer


UAL-PA-04815-LA-2000321    
*** Rights: Certain 787 Aircraft    Page 3
BOEING/UNITED AIRLINES, INC. PROPRIETARY
Attachment 1 to UAL-PA-04815-LA-18028982000321 Entitled "*** Rights for Certain 787 Aircraft"
787-*** Aircraft Delivery, Description, Price and ***
(787-***)
Airframe Model/MTOW:787-****** pounds#Detail Specification:******
Engine Model/Thrust:****** poundsAirframe Price Base Year/*** Formula:******
Airframe Price:***Engine Price Base Year/*** Formula:******
*** Features:***Airframe *** Data:
Sub-Total of Airframe and Features:***Base Year Index (ECI):***
Engine Price (Per Aircraft) :***1Base Year Index (CPI):***
Aircraft Basic Price (Excluding BFE/SPE):***Engine *** Data:
Buyer Furnished Equipment (BFE) Estimate:***Base Year Index (ECI):***
In-Flight Entertainment (IFE) Estimate:***Base Year Index (CPI):***
# of AircraftDelivery DateNumber of Aircraft*** Factor*** Factor*** forecast being usedSerial Number +*** Estimate *** Base Price Per A/P*** Per Aircraft (Amts. Due/*** Prior to Delivery):
************
(Airframe)(Engine)************
*********************************
Total:***
1 ***
# *** Aircraft are eligible for the provisions of Letter Agreement UAL-PA-04815-LA-2000325 entitled “*** for 787-*** Aircraft"
+ Serial numbers, if provided, ***
APR-114675BOEING / UNITED AIRLINES PROPRIETARY
Att 1 to LA-2000321 for 787-*** Aircraft (SA-6), Page 1
    The Boeing Company
    P.O. Box 3707
    Seattle, WA 98124 2207

UAL-PA-0481504815-LA-2000325
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    *** for 787-*** Aircraft
Reference:    Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used and not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.
Subject to the terms, provisions, and conditions described herein, ***.
1.Customer's ***.
    Boeing *** to Customer, *** as described in paragraph 3 below, ***. The Effective Date of such *** shall be the date that *** to Customer, unless otherwise mutually agreed to. *** not later than *** after receipt of Customer's ***.
2.***
    At the time of delivery of each 787-*** Aircraft, or *** after delivery of a 787-*** Aircraft, *** Customer. Such *** shall be ***, identifying the 787-*** Aircraft Manufacturer's Serial Number (MSN), the delivery date and the Effective Date of the ***.
3.***
Customer shall *** in accordance with either the *** set forth below, at Customer's ***.
3.a.***
3.b.***

3.c.***
3.d.***
3.e.***
4.***
5.***
UAL-PA-04815-LA-2000325    SA-6
*** for Model 787-*** Aircraft    Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_013.jpg


6.***
7.    Confidential Treatment.
Boeing and Customer understand that certain commercial information and financial information are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890 entitled “Privileged and Confidential Matters”.
Very truly yours,

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact
UAL-PA-04815-LA-2000325    SA-6
*** for 787-*** Aircraft    Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY

image10.jpg
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207

    

ACCEPTED AND AGREED TO this
Date:February 7, 2020
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Executive Vice President and
Chief Financial Officer
UAL-PA-04815-LA-2000325
P.A. No. 04815        SA 1
Boeing Proprietary
Attachment A to
Letter Agreement UAL-PA-04815-LA-2000325
Date:    ____________________
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Attention:    Technical Department
Reference:    Letter Agreement UAL-PA-04815-LA-2000325 to Boeing/UAL Purchase Agreement 04815
***
Very truly yours,
THE BOEING COMPANY
By: __________________
Its: __________________
UAL-PA-04815-LA-2000325, Attachment A    SA-6
*** for 787-*** Aircraft    Page 4
BOEING / UNITED AIRLINES, INC. PROPRIETARY
Attachment B to
Letter Agreement UAL-PA-04815-LA-2000325
***

UAL-PA-04815-LA-2000325, Attachment B    SA-6
*** for 787-*** Aircraft    Page 5
BOEING / UNITED AIRLINES, INC. PROPRIETARY
    The Boeing Company
    P.O. Box 3707
    Seattle, WA 98124 2207


UAL-PA-04815-LA-2000327
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    *** (787-***)
Reference:    Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 ***
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
Boeing agrees to provide Customer with the *** in the Attachment. These ***.
The *** in the Attachment use the 787-*** nomenclature as appropriate ***.  This is synonymous with the term 787-*** used in other portions of this Purchase Agreement.
1.Assignment.
Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
2.Confidential Treatment.
The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.
1.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04815-LA-1802894 entitled “Assignment Matters”, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
UAL-PA-04815-LA-2000327    SA-6
787-***    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
    
image_013.jpg


2.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890 entitled “Privileged and Confidential Matters”.
Very truly yours,

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact


UAL-PA-04815-LA-2000327    SA-6
787-***    Page 2
BOEING/UNITED AIRLINES, INC. PROPRIETARY

    
image_013.jpg


ACCEPTED AND AGREED TO this
Date:February 7, 2020
UNITED AIRLINES, INC.
By/s/ Gerald Laderman
Its
Executive Vice President and
Chief Financial Officer

UAL-PA-04815-LA-2000327    SA-6
787-***    Page 3
BOEING/UNITED AIRLINES, INC. PROPRIETARY

Attachment to Letter Agreement
No. UAL-PA-04815-LA-2000327
***
Page 1
MODEL 787-***
FOR UNITED AIRLINES, INC.
SECTION    CONTENTS
1    AIRCRAFT MODEL APPLICABILITY
2    FLIGHT PERFORMANCE
3    AIRCRAFT CONFIGURATION
4    ***
5    ***
6    ***

P.A. No. 04815
AERO-B-BBA4-M20-0037    SS20-0032
BOEING PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-2000327
***
Page 2
1    AIRCRAFT MODEL APPLICABILITY
The *** contained in this Attachment (the "***") are applicable to the 787-*** Aircraft with a maximum takeoff weight of *** pounds, a maximum landing weight of *** pounds, and a maximum zero fuel weight of *** pounds, and equipped with Boeing furnished *** engines.
2    FLIGHT PERFORMANCE
2.1    Takeoff
2.1.1    The FAA approved takeoff field length at a gross weight at the start of the ground roll of *** pounds, at a temperature of ***°F, at a *** altitude, based on the certified alternate forward center of gravity limit, and using maximum takeoff thrust, ***:
NOMINAL:    ***    Feet
TOLERANCE:    ***    Feet
***:    ***    Feet
2.1.2    The FAA approved takeoff gross weight at the start of ground roll, at a temperature of ***°F, at an altitude of *** feet, from a *** foot runway, and satisfying the conditions defined below, based on the certified alternate forward center of gravity limit, and using maximum takeoff thrust, ***:
NOMINAL:    ***    Pounds
TOLERANCE:    ***    Pounds
***:    ***    Pounds
Conditions:
The following obstacle definition is based on a straight-out departure where obstacle height and distance are specified with reference to the liftoff end of the runway:

1.
2.
3.
4.
Distance
*** feet
*** feet
*** feet
*** feet
Height
*** feet
*** feet
*** feet
*** feet
2.2    Landing
    The FAA approved landing field length at a gross weight of *** pounds and at a *** altitude, ***:
NOMINAL:    ***    Feet
TOLERANCE:    ***    Feet
***:    ***    Feet
P.A. No. 04815
AERO-B-BBA4-M20-0037    SS20-0032
BOEING PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-2000327
***
Page 3
2.3    Cruise Range
The still air range at an initial cruise altitude of *** feet on a standard day at *** Mach number, starting at a gross weight of *** pounds and consuming *** pounds of fuel, and using *** and using the conditions and operating rules defined below, ***:
NOMINAL:    ***    Nautical Miles
TOLERANCE:    ***    Nautical Miles
***:    ***    Nautical Miles
Conditions and operating rules:
A step climb or multiple step climbs of *** feet altitude may be used when beneficial to ***.
2.4    Mission
2.4.1    Mission Payload
The payload for a stage length of *** nautical miles in still air (equivalent to a distance of *** nautical miles with a *** knot headwind, representative of a ***) using the conditions and operating rules defined below, ***:
NOMINAL:    ***    Pounds
TOLERANCE:    ***    Pounds
***:    ***    Pounds
Conditions and operating rules:
Stage
Length:		The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
Takeoff:
The airport altitude is *** feet.
The airport temperature is ***°F.
The runway length is *** feet.
The following obstacle definition is based on a straight out departure where obstacle height and distance are specified with reference to the liftoff end of the runway:
P.A. No. 04815
AERO-B-BBA4-M20-0037    SS20-0032
BOEING PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-2000327
***
Page 4
        Distance    Height
    1.    *** feet    *** feet
    2.    *** feet    *** feet
    3.    *** feet    *** feet
    4.    *** feet    *** feet
Takeoff performance is based on the certified alternate forward center of gravity limit.
Maximum takeoff thrust is used for the takeoff.
The takeoff gross weight shall conform to FAA Regulations.
Climbout Maneuver:
Following the takeoff to *** feet, the Aircraft accelerates to *** KCAS while climbing to *** feet above the departure airport altitude and retracting flaps and landing gear.
Climb:
The Aircraft climbs from *** feet above the departure airport altitude to *** feet altitude at *** KCAS.
The Aircraft then accelerates at a rate of climb of *** feet per minute to a climb speed of *** KCAS.
The climb continues at *** KCAS until *** Mach number is reached.
The climb continues at *** Mach number to the initial cruise altitude.
The temperature is ***°C during climb.
Maximum climb thrust is used during climb.
Cruise:
The Aircraft cruises at *** Mach number.
The initial cruise altitude is *** feet.
P.A. No. 04815
AERO-B-BBA4-M20-0037    SS20-0032
BOEING PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-2000327
***
Page 5
A step climb or multiple step climbs of *** feet altitude may be used when beneficial to minimize fuel burn.
The temperature is ***°C during cruise.
The cruise thrust is not to exceed maximum cruise thrust except during a step climb when maximum climb thrust may be used.
Descent:
The Aircraft descends from the final cruise altitude at *** KCAS to an altitude of *** feet above the destination airport altitude.
Throughout the descent, the cabin pressure will be controlled to a maximum rate of descent equivalent to *** feet per minute at ***.
The temperature is ***°C during descent.
Approach
and Landing Maneuver:		The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.
The destination airport altitude is *** feet.
Fixed Allowances:
For the purpose of this *** and for the purpose of establishing compliance with this ***, the following shall be used as fixed quantities and allowances:
Taxi-Out:
Fuel    ***    Pounds
Takeoff and Climbout Maneuver:
Fuel    ***    Pounds
Distance    ***    Nautical Miles
Approach and Landing Maneuver:
Fuel    ***    Pounds
Taxi-In (shall be consumed from the reserve fuel):
Fuel    ***    Pounds
P.A. No. 04815
AERO-B-BBA4-M20-0037    SS20-0032
BOEING PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-2000327
***
Page 6
Usable reserve fuel remaining upon completion of the approach and landing maneuver: *** Pounds
For information purposes, the reserve fuel is based on a standard day temperature and *** minutes of fuel over the destination.
2.4.2    Mission Payload
The payload for a stage length of *** nautical miles in still air (equivalent to a distance of *** nautical miles with a *** knot headwind, representative of a ***) using the conditions and operating rules defined below, ***:
NOMINAL:    ***    Pounds
TOLERANCE:    ***    Pounds
***:    ***    Pounds
Conditions and operating rules:
Stage
Length:		The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
Takeoff:
The airport altitude is *** feet.
The airport temperature is ***°F.
The runway length is *** feet.
The following obstacle definition is based on a straight out departure where obstacle height and distance are specified with reference to the liftoff end of the runway:
        Distance    Height
    1.    *** feet    *** feet
    2.    *** feet    *** feet
    3.    *** feet    *** feet
    4.    *** feet    *** feet
P.A. No. 04815
AERO-B-BBA4-M20-0037    SS20-0032
BOEING PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-2000327
***
Page 7
Takeoff performance is based on the certified alternate forward center of gravity limit.
Maximum takeoff thrust is used for the takeoff.
The takeoff gross weight shall conform to FAA Regulations.
Climbout Maneuver:
Following the takeoff to *** feet, the Aircraft accelerates to *** KCAS while climbing to *** feet above the departure airport altitude and retracting flaps and landing gear.
Climb:
The Aircraft climbs from *** feet above the departure airport altitude to *** feet altitude at *** KCAS.
The Aircraft then accelerates at a rate of climb of *** feet per minute to a climb speed of *** KCAS.
The climb continues at *** KCAS until *** Mach number is reached.
The climb continues at *** Mach number to the initial cruise altitude.
The temperature is standard day during climb.
Maximum climb thrust is used during climb.
Cruise:
The Aircraft cruises at *** Mach number.
The initial cruise altitude is *** feet.
A step climb or multiple step climbs of *** feet altitude may be used when beneficial to minimize fuel burn.
P.A. No. 04815
AERO-B-BBA4-M20-0037    SS20-0032
BOEING PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-2000327
***
Page 8
The temperature is standard day during cruise.
The cruise thrust is not to exceed maximum cruise thrust except during a step climb when maximum climb thrust may be used.
Descent:
The Aircraft descends from the final cruise altitude at *** KCAS to an altitude of *** feet above the destination airport altitude.
Throughout the descent, the cabin pressure will be controlled to a maximum rate of descent equivalent to *** feet per minute at ***.
The temperature is standard day during descent.
Approach
and Landing Maneuver:		The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.
The destination airport altitude is *** feet.
Fixed Allowances:
For the purpose of this *** and for the purpose of establishing compliance with this ***, the following shall be used as fixed quantities and allowances:
Taxi-Out:
Fuel    ***    Pounds
Takeoff and Climbout Maneuver:
Fuel    ***    Pounds
Distance    ***    Nautical Miles
Approach and Landing Maneuver:
Fuel    ***    Pounds
Taxi-In (shall be consumed from the reserve fuel):
Fuel    ***    Pounds
P.A. No. 04815
AERO-B-BBA4-M20-0037    SS20-0032
BOEING PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-2000327
***
Page 9
Usable reserve fuel remaining upon completion of the approach and landing maneuver: *** Pounds
For information purposes, the reserve fuel is based on a standard day temperature and *** minutes of fuel over the destination.
2.4.3    Mission ***
The *** for a stage length of *** nautical miles in still air (equivalent to a distance of *** nautical miles with a *** knot headwind, representative of a ***) with a *** pound payload using the conditions and operating rules defined below, ***:
NOMINAL:    ***    Pounds
TOLERANCE:    ***    Pounds
***:    ***    Pounds
Conditions and operating rules are the same as Paragraph 2.4.2 except as follows:
***:
***
Fixed Allowances:
For the purpose of this *** and for the purpose of establishing compliance with this ***, the following shall be used as fixed quantities and allowances:
Taxi-Out:
Fuel    ***    Pounds
Takeoff and Climbout Maneuver:
Fuel    ***    Pounds
Distance    ***    Nautical Miles
Approach and Landing Maneuver:
Fuel    ***    Pounds
Taxi-In (shall be consumed from the reserve fuel):
Fuel    ***    Pounds
Usable reserve fuel remaining upon completion of the approach and landing maneuver: *** Pounds
P.A. No. 04815
AERO-B-BBA4-M20-0037    SS20-0032
BOEING PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-2000327
***
Page 10
2.4.4    Mission Payload
The payload for a stage length of *** nautical miles in still air (equivalent to a distance of *** nautical miles with a *** knot headwind, representative of a ***) using the conditions and operating rules defined below, ***:
NOMINAL:    ***    Pounds
TOLERANCE:    ***    Pounds
***:    ***    Pounds
Conditions and operating rules:
Stage
Length:		The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
Takeoff:
The airport altitude is *** feet.
The airport temperature is ***°F.
The runway length is *** feet.
The runway slope is *** percent downhill.
Takeoff performance is based on the certified alternate forward center of gravity limit.
Maximum takeoff thrust is used for the takeoff.
The takeoff gross weight shall conform to FAA Regulations.
Climbout Maneuver:
Following the takeoff to *** feet, the Aircraft accelerates to *** KCAS while climbing to *** feet above the departure airport altitude and retracting flaps and landing gear.
Climb:
The Aircraft climbs from *** feet above the departure airport altitude to *** feet altitude at *** KCAS.
P.A. No. 04815
AERO-B-BBA4-M20-0037    SS20-0032
BOEING PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-2000327
***
Page 11
The Aircraft then accelerates at a rate of climb of *** feet per minute to a climb speed of *** KCAS.
The climb continues at *** KCAS until *** Mach number is reached.
The climb continues at *** Mach number to the initial cruise altitude.
The temperature is ***°C during climb.
Maximum climb thrust is used during climb.
Cruise:
The Aircraft cruises at *** Mach number.
The initial cruise altitude is *** feet.
A step climb or multiple step climbs of *** feet altitude may be used when beneficial to minimize fuel burn.
The temperature is ***°C during cruise.
The cruise thrust is not to exceed maximum cruise thrust except during a step climb when maximum climb thrust may be used.
Descent:
The Aircraft descends from the final cruise altitude at *** KCAS to an altitude of *** feet above the destination airport altitude.
Throughout the descent, the cabin pressure will be controlled to a maximum rate of descent equivalent to *** feet per minute at ***.
The temperature is ***°C during descent.
Approach
and Landing Maneuver:		The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.
The destination airport altitude is *** feet.
P.A. No. 04815
AERO-B-BBA4-M20-0037    SS20-0032
BOEING PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-2000327
***
Page 12
Fixed Allowances:
For the purpose of this *** and for the purpose of establishing compliance with this ***, the following shall be used as fixed quantities and allowances:
Taxi-Out:
Fuel    ***    Pounds
Takeoff and Climbout Maneuver:
Fuel    ***    Pounds
Distance    ***    Nautical Miles
Approach and Landing Maneuver:
Fuel    ***    Pounds
Taxi-In (shall be consumed from the reserve fuel):
Fuel    ***    Pounds
Usable reserve fuel remaining upon completion of the approach and landing maneuver: *** Pounds
For information purposes, the reserve fuel is based on a standard day temperature and *** minutes of fuel over the destination.
2.4.5    Mission Payload
The payload for a stage length of *** nautical miles in still air (equivalent to a distance of *** nautical miles with a *** knot headwind, representative of a ***) using the conditions and operating rules defined below, ***:
NOMINAL:    ***    Pounds
TOLERANCE:    ***    Pounds
***:    ***    Pounds
Conditions and operating rules:
Stage
Length:		The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
Takeoff:
The airport altitude is *** feet.
P.A. No. 04815
AERO-B-BBA4-M20-0037    SS20-0032
BOEING PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-2000327
***
Page 13
The airport temperature is ***°F.
The runway length is *** feet.
The runway slope is *** percent uphill.
The following obstacle definition is based on a straight out departure where obstacle height and distance are specified with reference to the liftoff end of the runway:
        Distance    Height
    1.    *** feet    *** feet
    2.    *** feet    *** feet
    3.    *** feet    *** feet
    4.    *** feet    *** feet
    5.    *** feet    *** feet
    6.    *** feet    *** feet
    7.    *** feet    *** feet
    8.    *** feet    *** feet
    9.    *** feet    *** feet
Takeoff performance is based on the certified alternate forward center of gravity limit.
Maximum takeoff thrust is used for the takeoff.
The takeoff gross weight shall conform to FAA Regulations.
Climbout Maneuver:
Following the takeoff to *** feet, the Aircraft accelerates to *** KCAS while climbing to *** feet above the departure airport altitude and retracting flaps and landing gear.
Climb:
The Aircraft climbs from *** feet above the departure airport altitude to *** feet altitude at *** KCAS.
The Aircraft then accelerates at a rate of climb of *** feet per minute to a climb speed of *** KCAS.
P.A. No. 04815
AERO-B-BBA4-M20-0037    SS20-0032
BOEING PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-2000327
***
Page 14
The climb continues at *** KCAS until *** Mach number is reached.
The climb continues at *** Mach number to the initial cruise altitude.
The temperature is ***°C during climb.
Maximum climb thrust is used during climb.
Cruise:
The Aircraft cruises at *** Mach number.
The initial cruise altitude is *** feet.
A step climb or multiple step climbs of *** feet altitude may be used when beneficial to minimize fuel burn.
The temperature is ***°C during cruise.
The cruise thrust is not to exceed maximum cruise thrust except during a step climb when maximum climb thrust may be used.
Descent:
The Aircraft descends from the final cruise altitude at *** KCAS to an altitude of *** feet above the destination airport altitude.
Throughout the descent, the cabin pressure will be controlled to a maximum rate of descent equivalent to *** feet per minute at ***.
The temperature is ***°C during descent.
Approach
and Landing Maneuver:		The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.
The destination airport altitude is *** feet.
Fixed Allowances:
For the purpose of this *** and for the purpose of establishing compliance with this ***, the following shall be used as fixed quantities and allowances:
Taxi-Out:
Fuel    ***    Pounds
P.A. No. 04815
AERO-B-BBA4-M20-0037    SS20-0032
BOEING PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-2000327
***
Page 15
Takeoff and Climbout Maneuver:
Fuel    ***    Pounds
Distance    ***    Nautical Miles
Approach and Landing Maneuver:
Fuel    ***    Pounds
Taxi-In (shall be consumed from the reserve fuel):
Fuel    ***    Pounds
Usable reserve fuel remaining upon completion of the approach and landing maneuver: *** Pounds
For information purposes, the reserve fuel is based on a standard day temperature and *** minutes of fuel over the destination.
2.4.6    Mission ***
The *** for a stage length of *** nautical miles in still air with a *** pound payload using the conditions and operating rules defined below, ***:
NOMINAL:    ***    Pounds
TOLERANCE:    ***    Pounds
***:    ***    Pounds
Conditions and operating rules:
Stage Length:The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
***:
***
Takeoff:
The airport altitude is ***.
The takeoff gross weight is not limited by the airport conditions.
P.A. No. 04815
AERO-B-BBA4-M20-0037    SS20-0032
BOEING PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-2000327
***
Page 16
Climbout Maneuver:
Following the takeoff to *** feet, the Aircraft accelerates to *** KCAS while climbing to *** feet above the departure airport altitude and retracting flaps and landing gear.
Climb:
The Aircraft climbs from *** feet above the departure airport altitude to *** feet altitude at *** KCAS.
The Aircraft then accelerates at a rate of climb of *** feet per minute to a climb speed of *** KCAS.
The climb continues at *** KCAS until *** Mach number is reached.
The climb continues at *** Mach number to the initial cruise altitude.
The temperature is standard day during climb.
Maximum climb thrust is used during climb.
Cruise:
The Aircraft cruises at *** Mach number.
The initial cruise altitude is *** feet.
A step climb or multiple step climbs of *** feet altitude may be used when beneficial to minimize fuel burn.
The temperature is standard day during cruise.
The cruise thrust is not to exceed maximum cruise thrust except during a step climb when maximum climb thrust may be used.
Descent:
The Aircraft descends from the final cruise altitude at *** KCAS to an altitude of *** feet above the destination airport altitude.
P.A. No. 04815
AERO-B-BBA4-M20-0037    SS20-0032
BOEING PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-2000327
***
Page 17
Throughout the descent, the cabin pressure is controlled to a maximum rate of descent equivalent to *** feet per minute at ***.
The temperature is standard day during descent.
Approach
and Landing Maneuver:		The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.
The destination airport altitude is a *** airport.
Fixed Allowances:
For the purpose of this *** and for the purpose of establishing compliance with this ***, the following shall be used as fixed quantities and allowances:
Taxi-Out:
Fuel    ***    Pounds
Takeoff and Climbout Maneuver:
Fuel    ***    Pounds
Distance    ***    Nautical Miles
Approach and Landing Maneuver:
Fuel    ***    Pounds
Taxi-In (shall be consumed from the reserve fuel):
Fuel    ***    Pounds
Usable reserve fuel remaining upon completion of the approach and landing maneuver: *** Pounds
For information purposes, the reserve fuel is based on a standard day temperature and *** minutes of fuel over the destination.
P.A. No. 04815
AERO-B-BBA4-M20-0037    SS20-0032
BOEING PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-2000327
***
Page 18
2.4.7    Operational Empty Weight Basis
The Operational Empty Weight (OEW) derived in Paragraph 2.4.8 is the basis for the mission *** of Paragraphs 2.4.1, 2.4.2, 2.4.3, 2.4.4, 2.4.5, and 2.4.6.

P.A. No. 04815
AERO-B-BBA4-M20-0037    SS20-0032
BOEING PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-2000327
***
Page 19
2.4.8    787-*** Weight Summary – United Airlines, Inc. ***
                Pounds
Standard Model Specification MEW***
      ***, 787-*** General Description
      Product Development Study - ***
      *** Interior
      *** Engines
      *** Lb. Maximum Taxi Weight
      *** USG Fuel Capacity
***
******
***
******
******
******
******
******
United Manufacturer's Empty Weight (MEW)***
Standard and Operational Items Allowance (Paragraph 2.4.9)***
United Operational Empty Weight (OEW)***

QuantityPoundsPounds
******
*********
*********
*********
*********
*********
P.A. No. 04815
AERO-B-BBA4-M20-0037    SS20-0032
BOEING PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-2000327
***
Page 20
2.4.9    Standard and Operational Items Allowance
                Quantity    Pounds    Pounds    Pounds
Standard Items Allowance***
Unusable Fuel***
Oil***
Oxygen Equipment***
Portable Oxygen Bottles******
Portable Oxygen (Constant Flow)******
Miscellaneous Equipment***
First Aid Kits******
Crash Axe******
Megaphones******
Flashlights @ C/A Sta.******
Smoke Goggles******
PBE - Flight Deck******
PBE******
Demo Kits******
Seat Belt Extension******
   Galley Structure & Fixed Inserts (***)
***
Operational Items Allowance***
Crew and Crew Baggage***
      Flight Crew & Bags (***)
******
      Cabin Crew & Bags (***)
******
      Flight Crew Briefcase (***)
******
      Cockpit Manuals (***)
******
Catering Allowance & Removable Inserts***
Business Class******
Premium Economy Class******
Economy Class******
   Passenger Service Equipment (***)
***
   Potable Water - (*** USG)
***
Waste Tank Disinfectant***
Emergency Equipment (Includes Over Water Equip.)***
Slide Rafts: Main Entry******
Life Vests******
Locator Transmitter******
Cargo System***
      Containers (***.)
***
Total Standard and Operational Items Allowance***
P.A. No. 04815
AERO-B-BBA4-M20-0037    SS20-0032
BOEING PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-2000327
***
Page 21

P.A. No. 04815
AERO-B-BBA4-M20-0037    SS20-0032
BOEING PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-2000327
***
Page 22
image_21.jpg2.4.10    United Airlines LOPA 787-**

3    AIRCRAFT CONFIGURATION
3.1    The *** contained in this Attachment are based on the Aircraft configuration as defined in Boeing ***, as supplemented by Boeing ***, plus any changes mutually agreed to or otherwise allowed by the Purchase Agreement to be incorporated into the original release of the Customer’s Detail Specification (hereinafter referred to as the Detail Specification). Appropriate adjustment shall be made for changes in such Detail Specification approved by the Customer and Boeing or otherwise allowed by the Purchase Agreement which cause changes to the flight performance and/or weight and balance of the Aircraft. Such adjustment shall be accounted for by Boeing in its evidence of compliance with the ***.
3.2    The *** payloads of Paragraph 2.4.1, 2.4.2, 2.4.4, and 2.4.5 and the specified payloads of Paragraph 2.4.3 and 2.4.6 *** will be *** by Boeing for the effect of the following on OEW in its evidence of compliance with the ***:
(1)    Changes to the Detail Specification or any other changes mutually agreed upon between the Customer and Boeing or otherwise allowed by the Purchase Agreement.
(2)    The difference between the seat *** to be incorporated into the Detail Specification and the ***.
4    ***
P.A. No. 04815
AERO-B-BBA4-M20-0037    SS20-0032
BOEING PROPRIETARY
Attachment to Letter Agreement
No. UAL-PA-04815-LA-2000327
***
Page 23
5    ***
6    ***

P.A. No. 04815
AERO-B-BBA4-M20-0037    SS20-0032
BOEING PROPRIETARY
image10.jpg
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207
    



UAL-PA-04815-LA-2000328
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    787-***
Reference:    Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787-*** aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used and not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.
1.Definitions.
*** Notice means the written communication provided by *** to *** in accordance with the requirements of Article 4.1, below.
*** Aircraft will have the meaning specified in Letter Agreement Number UAL-PA-04815-LA-1802897, as amended, relating to 787-*** Aircraft.
Program Aircraft means each 787-*** Aircraft specified in Table 1 of the Purchase Agreement as of the date of this Letter Agreement, any 787-*** Aircraft for which Customer has ***, and any deemed *** 787-*** Aircraft.
2.Applicability.
Notwithstanding any other provision of the Purchase Agreement to the contrary, the parties agree that the *** for each Program Aircraft shall be determined in accordance with this Letter Agreement.
3.*** Forecast.
Boeing will release an *** forecast in *** of each year based on Boeing’s then current standard ***. Only one *** forecast shall be used to conduct the *** analysis performed in accordance with Article 4.1, below, for a given Program Aircraft. The *** forecast applicable to a given Program Aircraft is set forth in Attachment A.
4.***
4.a***
4.1.i***
4.1.ii***
UAL-PA-04815-LA-2000328    SA-6
787-***    LA Page 1
BOEING PROPRIETARY
image_41.jpg
4.1.iii***
4.1.ivIn the event that Boeing *** either the *** Notice as detailed in Article 4.1.2 or Article 4.1.3 and Customer ***, then Customer *** the Purchase Agreement with respect to such affected Program Aircraft.
4.bIf Boeing *** Customer the *** described in Article 4.1.2 or Article 4.1.3 above, then Customer *** Boeing *** contained in Articles 4.1.2, 4.1.3, or 4.1.4 above within *** days of its receipt of the *** Notice from Boeing. In the event Customer *** in accordance with Article 4.1.4 above, then Boeing *** to Customer, *** for the *** Program Aircraft.
i.Within *** days of Boeing’s receipt of *** notice for any such *** Program Aircraft under Article 4.2 above, Boeing *** by written notice to Customer to *** related to such *** Program Aircraft ***, by Customer.
ii.Should Customer *** any notice to Boeing in accordance with Article 4.2 above, then the *** for such Program Aircraft shall be *** in accordance with Article 4.1.2.
4.cIn the event that the *** of a Program Aircraft that is subject to either Article 4.1.1, Article 4.1.2 or Article 4.1.3 above, *** applicable to such Program Aircraft will be determined pursuant to Article 5 below.
5.***
6.***
7.***
***, identified in the Purchase Agreement as subject to *** pursuant to Supplemental Exhibit AE1, and which pertains to the Program Aircraft shall be ***.
8.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04815-LA-1802894 entitled “Assignment Matters”, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part,
9.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890 entitled “Privileged and Confidential Matters”.


UAL-PA-04815-LA-2000328    SA-6
787-***    LA Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_41.jpg
Very truly yours,



THE BOEING COMPANY
By/s/ Irma L. Krueger
ItsAttorney-In-Fact

UAL-PA-04815-LA-2000328    SA-6
787-***    LA Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_41.jpg
ACCEPTED AND AGREED TO this
Date:February 7, 2020
UNITED AIRLINES, INC.
By/s/ Gerald Laderman
ItsExecutive Vice President and Chief Financial Officer

UAL-PA-04815-LA-2000328    SA-6
787-***    LA Page 4
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_41.jpg

ATTACHMENT A
*** Forecast & *** Notice Date

*** Forecast
Applicable to Program Aircraft Delivering in Time Period
*** Notice Date
*********
Attachment A to UAL-PA-04815-LA-2000328    SA-6
787-***    Attachment A, Page 1
BOEING PROPRIETARY
image_41.jpg
ATTACHMENT B
***
************
Attachment B to UAL-PA-04815-LA-2000328    SA-6
787-***    Attachment B, Page 1
BOEING PROPRIETARY
image_41.jpg
ATTACHMENT B
Escalation Factors - July 2006 Base Year

Attachment B to UAL-PA-04815-LA-2000328    SA-6
787-10 Escalation-Banded Fixed Program    Attachment B, Page 1
BOEING PROPRIETARY
    The Boeing Company
    P.O. Box 3707
    Seattle, WA 98124 2207

UAL-PA-04815-LA-2000341
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    CS1 Special Matters
Reference:    Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement and/or in the Supplemental Exhibit CS1 entitled “787 Customer Support Document between The Boeing Company and United Airlines, Inc.” (CS1) contained therein, each as the context requires.
1.Part 1 Article 1, Section 1.1 Revision.
The parties agree that Section 1.1 of Article 1, Part 1 of the CS1 is revised in its entirety as follows:
1.aAs of the date of execution of Supplemental Agreement No. 6 to the Purchase Agreement, Customer is awarded *** points (Training Points) for *** 787-*** aircraft and *** for *** 787-*** aircraft for a *** Training Points from Section 1.1. Customer is eligible for *** Training Points for *** model 787 Aircraft purchased by Customer. At any time before *** after delivery of Customer’s last Aircraft (Training Program Period) Customer may exchange Training Points for any of the training courses described on Attachment A at the *** described on Attachment A. At the end of the Training Program Period ***.
2.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04815-LA-1802894 entitled “Assignment Matters”, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
3.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890 entitled “Privileged and Confidential Matters”.
UAL-PA-04815-LA-2000341    SA-6
CS1 Special Matters    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_013.jpg

Very truly yours,

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact


UAL-PA-04815-LA-2000341    SA-6
CS1 Special Matters    Page 2
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_013.jpg


ACCEPTED AND AGREED TO this
Date:February 7 , 2020
UNITED AIRLINES, INC.
By/s/ Gerald Laderman
Its
Executive Vice President and
Chief Financial Officer


UAL-PA-04815-LA-2000341    SA-6
CS1 Special Matters    Page 3
BOEING/UNITED AIRLINES, INC. PROPRIETARY
    The Boeing Company
    P.O. Box 3707
    Seattle, WA 98124 2207

UAL-PA-0481504815-LA-2000366
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    *** for 787-*** Aircraft
Reference:    Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used and not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.
Subject to the terms, provisions, and conditions described herein, ***.
1.Customer's ***.
    Boeing *** to Customer, *** as described in paragraph 3 below, *** pounds. The effective date of such *** shall be the date that *** to Customer, (Effective Date). ***.
2.***
    Attachment A specifies *** applicable to each 787-*** Aircraft once the *** is issued. After the Effective Date, if Customer operates the 787-***.
3.***
4.***

5.Reserved. [NTD: Not required since performance already addressed for 787-*** aircraft in Customer’s fleet.]

6.***
7.    Confidential Treatment.
Boeing and Customer understand that certain commercial information and financial information are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890 entitled “Privileged and Confidential Matters”.
Very truly yours,

UAL-PA-04815-LA-2000366    SA-6
*** for Model 787-*** Aircraft    Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_013.jpg

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact
UAL-PA-04815-LA-2000366    SA-6
*** for 787-*** Aircraft    Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image10.jpg
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207

    



UAL-PA-04815-LA-2000366
P.A. No. 04815        SA 1
Boeing Proprietary

image_22a.jpg
ACCEPTED AND AGREED TO this
Date:February 7, 2020
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Executive Vice President and
Chief Financial Officer
UAL-PA-04815-LA-2000366    SA-6
*** for 787-*** Aircraft    Page 4
BOEING / UNITED AIRLINES, INC. PROPRIETARY

Attachment A to
Letter Agreement UAL-PA-04815-LA-2000366
***
Pursuant to the provisions of paragraph 2 of this Letter Agreement, and for purposes of Customer’s ***, The Boeing Company *** of the following *** for each of the 787-*** Aircraft as of the Effective Date:
Model:                    ___787-***_______
787-*** Aircraft ***:        _ *** __
787-*** Aircraft ***:        _ ***__
787-*** Aircraft ***:        _ *** __
UAL-PA-04815-LA-2000366, Attachment A    SA-6
*** for 787-*** Aircraft    Page 5
BOEING / UNITED AIRLINES, INC. PROPRIETARY
Attachment B to
Letter Agreement UAL-PA-04815-LA-2000366
***
UAL-PA-04815-LA-2000366, Attachment B    SA-6
*** for 787-*** Aircraft    Page 6
BOEING / UNITED AIRLINES, INC. PROPRIETARY
Attachment C to
Letter Agreement UAL-PA-04815-LA-2000366

Attachment C
787-*** Aircraft Eligible for ***
The following *** 787-*** aircraft are eligible for *** specified in this Letter Agreement in accordance with the terms set forth therein:
******
*********


Attachment C to UAL-PA-04815-LA-2000366    SA-6
Special Matters    Att. C, Page 1 of 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
 EX-10.99 14 ual_12312210kex1099.htm EX-10.99 Document
Exhibit 10.99
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
SUPPLEMENTAL AGREEMENT NO. 7 to
PURCHASE AGREEMENT NUMBER 04815
between
THE BOEING COMPANY
and
UNITED AIRLINES, INC.
relating to
BOEING MODEL 787 AIRCRAFT
THIS SUPPLEMENTAL AGREEMENT No. 7 (SA-7) is entered into as of March 20, 2020 by and between The Boeing Company, a Delaware corporation, (Boeing) and United Airlines, Inc., a Delaware corporation, (Customer);
Customer and Boeing entered into Purchase Agreement No. 04815 dated as of the 31st day of May of 2018 as amended and supplemented (Purchase Agreement), relating to the purchase and sale of Model 787 aircraft. This Supplemental Agreement is an amendment to the Purchase Agreement;
WHEREAS, solely to conform and further amend the Purchase Agreement to reflect Customer and Boeing’s agreement regarding the following matters without duplication of any consideration being provided to Customer:
(1)provide Customer with certain ***; and
(2)specify *** applicable to certain Boeing aircraft;
UAL-PA-04815    SA-7    Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:
1.Table of Contents.
The “Table of Contents” is deleted in its entirety and replaced with the attached “Table of Contents” (identified by “SA-6”).
2.Letter Agreements.
2.a.Letter Agreement No. UAL-PA-04815-LA-1802895 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04815-LA-1802895R1 entitled “*** Matters” (identified by “SA-7”) to provide Customer with certain ***.
2.b.Letter Agreement No. UAL-PA-04815-LA-2001835 entitled “Certain Special Matters” is added to the Purchase Agreement to specify *** applicable to certain Boeing aircraft.
The Purchase Agreement will be deemed supplemented to the extent provided herein as of the date hereof and as so supplemented will continue in full force and effect.
The rest of the page is intentionally blank. Signature page follows.

UAL-PA-04815    SA-7    Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY

EXECUTED IN DUPLICATE as of the day and year first written above.




THE BOEING COMPANYUNITED AIRLINES, INC.
/s/ Irma L. Krueger/s/ Gerald Laderman
SignatureSignature
Irma. L. Krueger
Gerald Laderman
Printed NamePrinted Name


Attorney-in-Fact

Executive Vice President and
Chief Financial Officer
TitleTitle

UAL-PA-04815    SA-7    Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY

TABLE OF CONTENTS

ARTICLES
SA NUMBER
Article 1.Quantity, Model and Description
Article 2.Delivery Schedule
Article 3.Price
Article 4.Payment
Article 5.Additional Terms
TABLE
1.
787-*** Aircraft Delivery, Description, Price and ***
SA-6
1.
787-*** Aircraft Delivery, Description, Price and ***
SA-6
EXHIBITS
A
787-*** Aircraft Configuration
SA-6
A2
787-*** Aircraft Configuration
B.
Aircraft Delivery Requirements and Responsibilities
SUPPLEMENTAL EXHIBITS
AE1.
***/Airframe and *** Features for the 787 Aircraft
BFE1.
BFE Variables 787-*** Aircraft
BFE1.
BFE Variables 787-*** Aircraft
SA-6
CS1.
Customer Support Document
EE1.
Engine ***, Engine Warranty and ***
SLP1.
Service Life Policy Components
UAL-PA-04815    Table of Contents, Page 1 of 4     SA-7
BOEING / UNITED AIRLINES, INC. PROPRIETARY

TABLE OF CONTENTS, CONTINUED

LETTER AGREEMENTS
SA NUMBER
LA-1802882
Special Matters Relating to COTS Software and End User License Agreements
LA-1802883
Installation of Cabin Systems Equipment
LA-1802884
Model 787 Post-Delivery Software & Data Loading
LA-1802885
Aircraft Model ***
Attachment A, 787-*** Airframe Pricing of *** Aircraft with ***
Attachment B, 787-*** with ***
Attachment C, 787-*** with ***
LA-1802886R2Special MattersSA-6
LA-1802887***
LA-1802888
*** for 787-*** Aircraft
LA-1802889Demonstration Flight Waiver
LA-1802890Privileged and Confidential Matters
LA-1802891
787-***
LA-1802892787 Special Terms – Seats
LA-1802893AGTA Matters
LA-1802894Assignment Matters
LA-1802895R1
*** Matters
SA-7
LA-1802896Model 787 e- Enabling
TABLE OF CONTENTS, CONTINUED

LETTER AGREEMENTS
SA NUMBER
LA-1802897
*** Aircraft
UAL-PA-04815    Table of Contents, Page 2 of 4     SA-7
BOEING / UNITED AIRLINES, INC. PROPRIETARY

Attachment A-1, 787-*** with *** Engines: *** Aircraft Delivery, Description, Price and ***
SA-6
Attachment A-2, 787-*** with *** Engines: *** Aircraft Delivery, Description, Price and ***
SA-6
LA-1907123
Other Special Matters
SA-5
LA-2000321
*** Rights for Certain 787 Aircraft
SA-6
LA-2000325
*** for 787-*** Aircraft
SA-6
LA-2000327
*** for 787-*** Aircraft
SA-6
LA-2000328
787-***
SA-6
LA-2000341
CS1 Special Matters
SA-6
LA-2000366
*** for 787-*** Aircraft
SA-6
LA-2001835
Certain Special Matters
SA-7

UAL-PA-04815    Table of Contents, Page 3 of 4     SA-7
BOEING / UNITED AIRLINES, INC. PROPRIETARY

SUPPLEMENTAL AGREEMENTSDATED AS OF
Supplemental Agreement No. 1 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . September 25, 2018
Supplemental Agreement No. 2 . . . . . . . . . . . .. . . . . . . . . . . . . . . . November 1, 2018
Supplemental Agreement No. 3 . . . . . . . . . . . .. . . . . . . . . . . . . . . . December 12, 2018
Supplemental Agreement No. 4 . . . . . . . . . . . .. . . . . . . . . . . . . . . . April 26, 2019
Supplemental Agreement No. 5. . . . . . . . . . . .. . . . . . . . . . . . . . . . October 31, 2019
Supplemental Agreement No. 6. . . . . . . . . . . .. . . . . . . . . . . . . . . . February 7, 2020
Supplemental Agreement No. 7. . . . . . . . . . . .. . . . . . . . . . . . . . . . March 20, 2020
C
    
UAL-PA-04815    Table of Contents, Page 4 of 4     SA-7
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image19.jpg
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207


UAL-PA-04815-LA-1802895R1
United Airlines, Inc.    
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    *** Matters
References:    1)    Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft); and
2)    Aircraft General Terms Agreement dated as of October 10, 1997 between the parties, identified as AGTA-CAL (AGTA)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. The Purchase Agreement incorporates the terms and conditions of the AGTA. This Letter Agreement modifies certain terms and conditions of the AGTA with respect to the Aircraft. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement or the AGTA, as the context requires. This Letter Agreement supersedes and replaces in its entirety Letter Agreement UAL-PA-04815-LA-1802895 dated May 31, 2018.
1.***
2.***
3.*** Rights.
3.aCustomer agrees that ***.
3.bIn the event Boeing *** to Boeing pursuant to Article 3.1, absent instruction from Boeing to the contrary, Customer shall, *** under the Purchase Agreement as amended by this Letter Agreement. Customer will ***.
3.cFor all purposes of this paragraph 3, including without limitation, notice, *** or any other application, ***. Boeing expressly reserves all of its rights and remedies under any agreement and applicable law.
UAL-PA-04815-LA-1802895R1    SA-7
*** Matters    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_048.jpg


4.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04815-LA-1802894 entitled “Assignment Matters”, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
5.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890 entitled “Privileged and Confidential Matters”.
If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below.

Very truly yours,
THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact

UAL-PA-04815-LA-1802895R1    SA-7
*** Matters    Page 2
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_048.jpg


ACCEPTED AND AGREED TO this
Date:March 20, 2020
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Executive Vice President and Chief Financial Officer


UAL-PA-04815-LA-1802895R1    SA-7
*** Matters    Page 3
BOEING/UNITED AIRLINES, INC. PROPRIETARY
    The Boeing Company
    P.O. Box 3707
    Seattle, WA 98124 2207

UAL-PA-04815-LA-2001835
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    Certain Special Matters
Reference:    Purchase Agreement No. PA-04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
1.Customer ***.
1.a.Boeing will provide to Customer the *** described as follows:
1)***
2.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04815-LA-1802894, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
3.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890.

UAL-PA-04815-LA-2001835    SA-7
Certain Special Matters    Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_049.jpg

Very truly yours,

THE BOEING COMPANY
By/s/ Irma L. Krueger
ItsAttorney-In-Fact

UAL-PA-04815-LA-2001835    SA-7
Certain Special Matters    Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_049.jpg

ACCEPTED AND AGREED TO AS OF
Date:March 20, 2020
UNITED AIRLINES, INC.
By




/s/ Gerald Laderman
ItsExecutive Vice President and Chief Financial Officer






UAL-PA-04815-LA-2001835    SA-7
Certain Special Matters    Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY
 EX-10.100 15 ual_12312210kex10100.htm EX-10.100 Document
Exhibit 10.100
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
SUPPLEMENTAL AGREEMENT NO. 8 to
PURCHASE AGREEMENT NUMBER 04815
between
THE BOEING COMPANY
and
UNITED AIRLINES, INC.
relating to
BOEING MODEL 787 AIRCRAFT
THIS SUPPLEMENTAL AGREEMENT No. 8 (SA-8) is entered into as of June 30, 2020 by and between The Boeing Company, a Delaware corporation, (Boeing) and United Airlines, Inc., a Delaware corporation, (Customer);
Customer and Boeing entered into Purchase Agreement No. 04815 dated as of the 31st day of May of 2018 as amended and supplemented (Purchase Agreement), relating to the purchase and sale of Model 787 aircraft. This Supplemental Agreement is an amendment to the Purchase Agreement;
WHEREAS, solely to conform and further amend the Purchase Agreement to reflect Customer and Boeing’s agreement regarding the following matters without duplication of any consideration being provided to Customer:
(1)provide Customer with certain ***
(2)revise Table 1 for model 787-*** Aircraft to incorporate the 787-*** Aircraft; and
(3)specify consideration applicable to certain Boeing aircraft;
UAL-PA-04815    SA-8    Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:
1.Table of Contents.
The “Table of Contents” is deleted in its entirety and replaced with the attached “Table of Contents” (identified by “SA-8”).
2.Tables.
The Table 1 entitled “787-*** Aircraft Delivery, Description, Price and ***” is deleted in its entirety and replaced with the attached similarly titled Table 1 (identified by “SA-8”) to incorporate the 787-*** Aircraft.
3.Letter Agreements.
3.a.Letter Agreement No. UAL-PA-04815-LA-1802895R1 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04815-LA-1802895R2 entitled “*** Matters” (identified by “SA-8”) to provide Customer with certain ***.
3.b.Letter Agreement No. UAL-PA-04815-LA-2001835 entitled “Certain Special Matters” is deleted in its entirety and replaced with Letter Agreement UAL-PA-04815-LA-2001835R1 (identified by “SA-8”) to specify certain *** placed upon consideration applicable to certain Boeing aircraft.
The Purchase Agreement will be deemed supplemented to the extent provided herein as of the date hereof and as so supplemented will continue in full force and effect.
The rest of the page is intentionally blank. Signature page follows.

UAL-PA-04815    SA-8    Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY

EXECUTED IN DUPLICATE as of the day and year first written above.




THE BOEING COMPANYUNITED AIRLINES, INC.
/s/ Irma L. Krueger/s/ Gerald Laderman
SignatureSignature
Irma. L. Krueger
Gerald Laderman
Printed NamePrinted Name


Attorney-in-Fact


Vice President - Procurement
TitleTitle

UAL-PA-04815    SA-8    Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY

TABLE OF CONTENTS

ARTICLES
SA NUMBER
Article 1.Quantity, Model and Description
Article 2.Delivery Schedule
Article 3.Price
Article 4.Payment
Article 5.Additional Terms
TABLE
1.
787-*** Aircraft Delivery, Description, Price and ***
SA-6
1.
787-*** Aircraft Delivery, Description, Price and ***
SA-8
EXHIBITS
A
787-*** Aircraft Configuration
SA-6
A2
787-*** Aircraft Configuration
B.
Aircraft Delivery Requirements and Responsibilities
SUPPLEMENTAL EXHIBITS
AE1.
*** Features for the 787 Aircraft
BFE1.
BFE Variables 787-*** Aircraft
BFE1.
BFE Variables 787-*** Aircraft
SA-6
CS1.
Customer Support Document
EE1.
Engine ***, Engine Warranty and ***
SLP1.
Service Life Policy Components
TABLE OF CONTENTS, CONTINUED
UAL-PA-04815    Table of Contents, Page 1 of 4     SA-8
BOEING / UNITED AIRLINES, INC. PROPRIETARY


LETTER AGREEMENTS
SA NUMBER
LA-1802882
Special Matters Relating to COTS Software and End User License Agreements
LA-1802883
Installation of Cabin Systems Equipment
LA-1802884
Model 787 Post-Delivery Software & Data Loading
LA-1802885
Aircraft Model ***
Attachment A, 787-***Airframe Pricing of *** Aircraft with ***
Attachment B, 787-***with ***
Attachment C, 787-***with ***
LA-1802886R2Special MattersSA-6
LA-1802887***
LA-1802888
*** for 787-*** Aircraft
LA-1802889Demonstration Flight Waiver
LA-1802890Privileged and Confidential Matters
LA-1802891
787-***
LA-1802892787 Special Terms – Seats
LA-1802893AGTA Matters
LA-1802894Assignment Matters
LA-1802895R2
*** Matters
SA-8
LA-1802896Model 787 e- Enabling
TABLE OF CONTENTS, CONTINUED

LETTER AGREEMENTS
SA NUMBER
LA-1802897
*** Aircraft
Attachment A-1, 787-*** with *** Engines: *** Aircraft Delivery, Description, Price and ***
SA-6
UAL-PA-04815    Table of Contents, Page 2 of 4     SA-8
BOEING / UNITED AIRLINES, INC. PROPRIETARY

Attachment A-2, 787-*** with GENX-1B70 Engines: *** Aircraft Delivery, Description, Price and ***
SA-6
LA-1907123
Other Special Matters
SA-5
LA-2000321
*** Rights for Certain 787 Aircraft
SA-6
LA-2000325
*** for 787-*** Aircraft
SA-6
LA-2000327
*** for 787-*** Aircraft
SA-6
LA-2000328
787-***
SA-6
LA-2000341
CS1 Special Matters
SA-6
LA-2000366
*** for 787-*** Aircraft
SA-6
LA-2001835R1
Certain Special Matters
SA-8

UAL-PA-04815    Table of Contents, Page 3 of 4     SA-8
BOEING / UNITED AIRLINES, INC. PROPRIETARY

SUPPLEMENTAL AGREEMENTSDATED AS OF
Supplemental Agreement No. 1 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . September 25, 2018
Supplemental Agreement No. 2 . . . . . . . . . . . .. . . . . . . . . . . . . . . . November 1, 2018
Supplemental Agreement No. 3 . . . . . . . . . . . .. . . . . . . . . . . . . . . . December 12, 2018
Supplemental Agreement No. 4 . . . . . . . . . . . .. . . . . . . . . . . . . . . . April 26, 2019
Supplemental Agreement No. 5. . . . . . . . . . . .. . . . . . . . . . . . . . . . October 31, 2019
Supplemental Agreement No. 6. . . . . . . . . . . .. . . . . . . . . . . . . . . . February 7, 2020
Supplemental Agreement No. 7. . . . . . . . . . . .. . . . . . . . . . . . . . . . March 20, 2020
Supplemental Agreement No. 8 . . . . . . . . . . .. . . . . . . . . . . . . . . . June 30, 2020
    
UAL-PA-04815    Table of Contents, Page 4 of 4     SA-8
BOEING / UNITED AIRLINES, INC. PROPRIETARY
Table 1 to Purchase Agreement No. 04815
787-*** Aircraft *** Delivery, Description, Price and ***
(787-***)
Airframe Model/MTOW:787-****** pounds#Detail Specification:******
Engine Model/Thrust:****** poundsAirframe Price Base Year/*** Formula:******
Airframe Price:***Engine Price Base Year/*** Formula:******
*** Features:***Airframe *** Data:
Sub-Total of Airframe and Features:***Base Year Index (ECI):***
Engine Price (Per Aircraft) :***1Base Year Index (CPI):***
Aircraft Basic Price (Excluding BFE/SPE):***Engine *** Data:
Buyer Furnished Equipment (BFE) Estimate:***Base Year Index (ECI):***
Seller Purchased Equipment (SPE) Estimate:***Base Year Index (CPI):***
# of AircraftContracted Delivery DateTarget Delivery DateNumber of Aircraft*** Factor*** Factor*** forecast being usedSerial Number +*** Estimate *** Base Price Per A/P*** Per Aircraft (Amts. Due/*** Prior to Delivery):
************
(Airframe)(Engine)************
***************************************
Total:***
1 ***
# *** Aircraft are eligible for the provisions of Letter Agreement UAL-PA-04815-LA-2000325 entitled “*** for 787-*** Aircraft", as amended
+ Serial numbers, if provided, are for informational purposes only ***
APR-114675BOEING / UNITED AIRLINES PROPRIETARY
787-*** Table 1 (SA-8), Page 1
image_16.jpg
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207


UAL-PA-04815-LA-1802895R2
United Airlines, Inc.    
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    *** Matters
References:    1)    Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft); and
2)    Aircraft General Terms Agreement dated as of October 10, 1997 between the parties, identified as AGTA-CAL (AGTA)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. The Purchase Agreement incorporates the terms and conditions of the AGTA. This Letter Agreement modifies certain terms and conditions of the AGTA with respect to the Aircraft. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement or the AGTA, as the context requires. This Letter Agreement supersedes and replaces in its entirety Letter Agreement UAL-PA-04815-LA-1802895R1 dated March 20, 2020.
1.***
2.***
3.*** Rights.
3.aCustomer agrees that ***.
3.bIn the event Boeing *** to Boeing pursuant to Article 3.1, absent instruction from Boeing to the contrary, Customer shall, *** under the Purchase Agreement as amended by this Letter Agreement. Customer will ***.
UAL-PA-04815-LA-1802895R2    SA-8
*** Matters    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_16.jpg


3.cFor all purposes of this paragraph 3, including without limitation, notice, *** or any other application, ***. Boeing expressly reserves all of its rights and remedies under any agreement and applicable law.
4.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04815-LA-1802894 entitled “Assignment Matters”, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
5.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890 entitled “Privileged and Confidential Matters”.
If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below.

Very truly yours,
THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact

UAL-PA-04815-LA-1802895R2    SA-8
*** Matters    Page 2
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_16.jpg


ACCEPTED AND AGREED TO this
Date:June 30, 2020
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Vice President - Procurement


UAL-PA-04815-LA-1802895R2    SA-8
*** Matters    Page 3
BOEING/UNITED AIRLINES, INC. PROPRIETARY
    The Boeing Company
    P.O. Box 3707
    Seattle, WA 98124 2207

UAL-PA-04815-LA-2001835R1
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    Certain Special Matters
Reference:    Purchase Agreement No. PA-04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. This Letter Agreement supersedes and replaces in its entirety Letter Agreement UAL-PA-04815-LA-2001835 dated March 20, 2020.
1.Customer ***.
1.a.Boeing will provide to Customer the *** described as follows:
    ***
1.b.***
2.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04815-LA-1802894, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
3.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890.
Very truly yours,

THE BOEING COMPANY
By/s/ Irma L. Krueger
ItsAttorney-In-Fact

UAL-PA-04815-LA-2001835R1    SA-8
Certain Special Matters    Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_041.jpg

ACCEPTED AND AGREED TO AS OF
,
Date:June 30, 2020
UNITED AIRLINES, INC.
By




/s/ Gerald Laderman
ItsVice President - Procurement






UAL-PA-04815-LA-2001835R1    SA-8
Certain Special Matters    Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY
 EX-10.101 16 ual_12312210kex10101.htm EX-10.101 Document
Exhibit 10.101
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
SUPPLEMENTAL AGREEMENT NO. 9 to
PURCHASE AGREEMENT NUMBER 04815
between
THE BOEING COMPANY
and
UNITED AIRLINES, INC.
relating to
BOEING MODEL 787 AIRCRAFT
THIS SUPPLEMENTAL AGREEMENT No. 9 (SA-9) is entered into as of February 26, 2021 by and between The Boeing Company, a Delaware corporation, (Boeing) and United Airlines, Inc., a Delaware corporation, (Customer);
WHEREAS, Customer and Boeing entered into Purchase Agreement No. 04815 dated as of the 31st day of May of 2018 as amended and supplemented (Purchase Agreement), relating to the purchase and sale of Model 787 aircraft. This Supplemental Agreement is an amendment to the Purchase Agreement; and
WHEREAS, solely to conform and further amend the Purchase Agreement to reflect Customer and Boeing’s agreement to provide Customer with certain ***.
UAL-PA-04815    SA-9    Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:
1.Table of Contents.
The “Table of Contents” is deleted in its entirety and replaced with the attached “Table of Contents” (identified by “SA-9”).
2.Letter Agreements.
Letter Agreement No. UAL-PA-04815-LA-1802895R2 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04815-LA-1802895R3 entitled “*** Matters” (identified by “SA-9”) to provide Customer with certain ***.
3.Miscellaneous.
3.a.Boeing and Customer agree to *** under purchase agreement number 04761 as specified in Section 1.1.1 of Letter Agreement UAL-PA-04815-LA-1802895R3 entitled “*** Matters”.
3.b.The following letter agreements are deemed to be revised as follows:
******
Letter Agreement UAL-PA-04815-LA-1802886R2 titled “Special Matters”
***
***
3.c.If Boeing or Customer determines that the reference described in Section 3.1 of this Supplemental Agreement No. 9 should be further amended, then Boeing and Customer will work together for a mutually agreeable solution.
The Purchase Agreement will be deemed supplemented to the extent provided herein as of the date hereof and as so supplemented will continue in full force and effect.
The rest of the page is intentionally blank. Signature page follows.

UAL-PA-04815    SA-9    Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY

EXECUTED IN DUPLICATE as of the day and year first written above.




THE BOEING COMPANYUNITED AIRLINES, INC.
/s/ Irma L. Krueger/s/ Gerald Laderman
SignatureSignature
Irma. L. Krueger
Gerald Laderman
Printed NamePrinted Name


Attorney-in-Fact

Executive Vice President and
Chief Financial Officer
TitleTitle

UAL-PA-04815    SA-9    Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY

TABLE OF CONTENTS

ARTICLES
SA NUMBER
Article 1.Quantity, Model and Description
Article 2.Delivery Schedule
Article 3.Price
Article 4.Payment
Article 5.Additional Terms
TABLE
1.
787-*** Aircraft Delivery, Description, Price and ***
SA-6
1.
787-*** Aircraft Delivery, Description, Price and ***
SA-8
EXHIBITS
A
787-*** Aircraft Configuration
SA-6
A2
787-*** Aircraft Configuration
B.
Aircraft Delivery Requirements and Responsibilities
SUPPLEMENTAL EXHIBITS
AE1.
*** Features for the 787 Aircraft
BFE1.
BFE Variables 787-*** Aircraft
BFE1.
BFE Variables 787-*** Aircraft
SA-6
CS1.
Customer Support Document
EE1.
Engine ***, Engine Warranty and ***
SLP1.
Service Life Policy Components
TABLE OF CONTENTS, CONTINUED
UAL-PA-04815    Table of Contents, Page 1 of 4     SA-9
BOEING / UNITED AIRLINES, INC. PROPRIETARY


LETTER AGREEMENTS
SA NUMBER
LA-1802882
Special Matters Relating to COTS Software and End User License Agreements
LA-1802883
Installation of Cabin Systems Equipment
LA-1802884
Model 787 Post-Delivery Software & Data Loading
LA-1802885
Aircraft Model ***
Attachment A, 787-***Airframe Pricing of *** Aircraft with ***
Attachment B, 787-*** with ***
Attachment C, 787-***with ***
LA-1802886R2Special MattersSA-6
LA-1802887***
LA-1802888
*** for 787-*** Aircraft
LA-1802889Demonstration Flight Waiver
LA-1802890Privileged and Confidential Matters
LA-1802891
787-***
LA-1802892787 Special Terms – Seats
LA-1802893AGTA Matters
LA-1802894Assignment Matters
LA-1802895R3
*** Matters
SA-9
LA-1802896Model 787 e- Enabling
TABLE OF CONTENTS, CONTINUED

LETTER AGREEMENTS
SA NUMBER
LA-1802897
*** Aircraft
Attachment A-1, 787-*** with *** Engines: *** Aircraft Delivery, Description, Price and ***
SA-6
UAL-PA-04815    Table of Contents, Page 2 of 4     SA-9
BOEING / UNITED AIRLINES, INC. PROPRIETARY

Attachment A-2, 787-*** with *** Engines: *** Aircraft Delivery, Description, Price and ***
SA-6
LA-1907123
Other Special Matters
SA-5
LA-2000321
*** Rights for Certain 787 Aircraft
SA-6
LA-2000325
*** for 787-*** Aircraft
SA-6
LA-2000327
*** for 787-*** Aircraft
SA-6
LA-2000328
787-***
SA-6
LA-2000341
CS1 Special Matters
SA-6
LA-2000366
*** for 787-*** Aircraft
SA-6
LA-2001835R1
Certain Special Matters
SA-8

UAL-PA-04815    Table of Contents, Page 3 of 4     SA-9
BOEING / UNITED AIRLINES, INC. PROPRIETARY

SUPPLEMENTAL AGREEMENTSDATED AS OF
Supplemental Agreement No. 1 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . September 25, 2018
Supplemental Agreement No. 2 . . . . . . . . . . . .. . . . . . . . . . . . . . . . November 1, 2018
Supplemental Agreement No. 3 . . . . . . . . . . . .. . . . . . . . . . . . . . . . December 12, 2018
Supplemental Agreement No. 4 . . . . . . . . . . . .. . . . . . . . . . . . . . . . April 26, 2019
Supplemental Agreement No. 5. . . . . . . . . . . .. . . . . . . . . . . . . . . . October 31, 2019
Supplemental Agreement No. 6. . . . . . . . . . . .. . . . . . . . . . . . . . . . February 7, 2020
Supplemental Agreement No. 7. . . . . . . . . . . .. . . . . . . . . . . . . . . . March 20, 2020
Supplemental Agreement No. 8 . . . . . . . . . . .. . . . . . . . . . . . . . . . June 30, 2020
Supplemental Agreement No. 9 . . . . . . . . . . .. . . . . . . . . . . . . . . . February 26, 2021
    
UAL-PA-04815    Table of Contents, Page 4 of 4     SA-9
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image9.jpg
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207

    


UAL-PA-04815-LA-1802895R3
United Airlines, Inc.    
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    *** Matters
References:    1)    Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft); and
2)    Aircraft General Terms Agreement dated as of October 10, 1997 between the parties, identified as AGTA-CAL (AGTA)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. The Purchase Agreement incorporates the terms and conditions of the AGTA. This Letter Agreement modifies certain terms and conditions of the AGTA with respect to the Aircraft. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement or the AGTA, as the context requires. This Letter Agreement supersedes and replaces in its entirety Letter Agreement UAL-PA-04815-LA-1802895R2 dated June 30, 2020.
1.***
2.***
3.*** Rights.
3.aCustomer agrees that ***.
3.bIn the event Boeing *** to Boeing pursuant to Article 3.1, absent instruction from Boeing to the contrary, Customer shall, *** under the Purchase Agreement as amended by this Letter Agreement. Customer will ***.
3.cFor all purposes of this paragraph 3, including without limitation, notice, *** or any other application, ***. Boeing expressly reserves all of its rights and remedies under any agreement and applicable law.
UAL-PA-04815-LA-1802895R3    SA-9
*** Matters    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_012.jpg


4.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04815-LA-1802894 entitled “Assignment Matters”, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
5.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890 entitled “Privileged and Confidential Matters”.
If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below.

Very truly yours,
THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact

UAL-PA-04815-LA-1802895R3    SA-9
*** Matters    Page 2
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_012.jpg


ACCEPTED AND AGREED TO this
Date:February 26, 2021
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Executive Vice President and Chief Financial Officer


UAL-PA-04815-LA-1802895R3    SA-9
*** Matters    Page 3
BOEING/UNITED AIRLINES, INC. PROPRIETARY
 EX-10.102 17 ual_12312210kex10102.htm EX-10.102 Document
Exhibit 10.102
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
SUPPLEMENTAL AGREEMENT NO. 10 to
PURCHASE AGREEMENT NUMBER 04815
between
THE BOEING COMPANY
and
UNITED AIRLINES, INC.
relating to
BOEING MODEL 787 AIRCRAFT
THIS SUPPLEMENTAL AGREEMENT No. 10 (SA-10) is entered into as of August         25th         , 2022 by and between The Boeing Company, a Delaware corporation, (Boeing) and United Airlines, Inc., a Delaware corporation, (Customer);
WHEREAS, Customer and Boeing entered into Purchase Agreement No. 04815 dated as of the 31st day of May of 2018 as amended and supplemented (Purchase Agreement), relating to the purchase and sale of Model 787 aircraft. This Supplemental Agreement is an amendment to the Purchase Agreement; and
WHEREAS, solely to conform and further amend the Purchase Agreement to reflect Customer and Boeing’s agreement to:
(1)Reflect Customer’s purchase of *** 787-*** Aircraft arising from *** in *** 787-*** Aircraft and *** 787-*** Aircraft, for a total of *** 787-*** Aircraft (*** 787-*** Aircraft) to be added to the Purchase Agreement;
UAL-PA-04815    SA-10    Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY

(2)Incorporate Customer’s purchase of the *** 787-*** Aircraft into the Purchase Agreement as follows:
a.Addition of a new Aircraft Information Table for the *** 787-*** Aircraft;
b.Addition of an exhibit to reflect the current 787-*** configuration applicable to the *** 787-*** Aircraft;
c.Addition of a supplemental exhibit concerning BFE variables for the *** 787-*** Aircraft;
d.*** of a supplemental exhibit concerning customer support variables for the Boeing model 787 Aircraft;
e.Identification of the economic considerations applicable to the *** 787-*** Aircraft;
f.Expansion of the *** to apply to the *** 787-*** Aircraft;
g.Modification of *** to exclude application to the *** 787-*** Aircraft;
h.Deletion of remaining *** Aircraft information tables due to their ***; and
i.Provision of certain *** rights for the *** 787-*** Aircraft.
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:
1.Table of Contents.
The “Table of Contents” is deleted in its entirety and replaced with the attached “Table of Contents” (identified by “SA-10”).
2.Tables.
Table 1 entitled “787-*** Aircraft Delivery, Description, Price and ***” (identified by “SA-10”) is added to the Purchase Agreement to incorporate the *** 787-*** Aircraft.
3.Exhibit and Supplemental Exhibits.
3.a.Exhibit A1 entitled “787-*** Aircraft Configuration (Updated)” (identified by “SA-10”) is added to the Purchase Agreement to update the 787-*** configuration to *** additional 787-*** post-implementation configuration changes applicable to the *** 787-*** Aircraft.
3.b.Supplemental Exhibit BFE1 entitled “BFE Variables 787-*** Aircraft” is deleted in its entirety and replaced with the attached similarly titled “Supplemental Exhibit BFE1” (identified by “SA-10”) to *** the *** 787-*** Aircraft.
3.c.Supplemental Exhibit CS1 entitled “787 Customer Support Document” is deleted in its entirety and replaced with the attached similarly titled Supplemental Exhibit CS1 (identified by “SA-10”) to *** on incorporation of the *** 787-*** Aircraft to the Purchase Agreement.
4.Letter Agreements.
4.a.Letter Agreement No. UAL-PA-04815-LA-1802886R2 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04815-LA-1802886R3 entitled “Special
UAL-PA-04815    SA-10    Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY

Matters” (identified by “SA-10”) to *** applicability of certain economic considerations to the *** 787-*** Aircraft.
4.b.Letter Agreement No. UAL-PA-04815-LA-1802891 entitled “787-***” is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04815-LA-1802891 entitled “***” (identified by “SA-10”) to *** its applicability to the *** 787-*** Aircraft.
4.c.Letter Agreement No. UAL-PA-04815-LA-1802895R3 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04815-LA-1802895R4 entitled “*** Matters” (identified by “SA-10”) to *** Customer *** the *** 787-*** Aircraft from ***.
4.d.Attachments A-1 and A-2 to Letter Agreement No. UAL-PA-04815-LA-1802897 entitled “*** Aircraft” are deleted in their entirety.
4.e.Letter Agreement No. UAL-PA-04815-LA- 22004030 entitled “*** Rights for *** 787-*** Aircraft” (identified by “SA-10”) is added to the Purchase Agreement to *** Customer with *** in relation to the *** 787-*** Aircraft.
5.Miscellaneous.
Boeing and Customer agree that *** under this SA-10 and shall be *** this SA-10.
The Purchase Agreement will be deemed supplemented to the extent provided herein as of the date hereof and as so supplemented will continue in full force and effect.
The rest of the page is intentionally blank. Signature page follows.

UAL-PA-04815    SA-10    Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY

EXECUTED IN DUPLICATE as of the day and year first written above.




THE BOEING COMPANYUNITED AIRLINES, INC.
/s/ Irma L. Krueger/s/ Gerald Laderman
SignatureSignature
Irma. L. Krueger
Gerald Laderman
Printed NamePrinted Name


Attorney-in-Fact

Executive Vice President and
Chief Financial Officer
TitleTitle

UAL-PA-04815    SA-10    Page 4
BOEING / UNITED AIRLINES, INC. PROPRIETARY

TABLE OF CONTENTS

ARTICLES
SA NUMBER
Article 1.Quantity, Model and Description
Article 2.Delivery Schedule
Article 3.Price
Article 4.Payment
Article 5.Additional Terms
TABLE
1.
787-*** Aircraft Delivery, Description, Price and ***
SA-6
1.
787-*** Aircraft Delivery, Description, Price and ***
(*** 787-*** Aircraft)
SA-10
1.
787-*** Aircraft Delivery, Description, Price and ***
SA-8
EXHIBITS
A
787-*** Aircraft Configuration
SA-6
A1
787-*** Aircraft Configuration (Updated)
SA-10
A2
787-*** Aircraft Configuration
B.
Aircraft Delivery Requirements and Responsibilities
SUPPLEMENTAL EXHIBITS
AE1.
***/Airframe and *** Features for the 787 Aircraft
BFE1.
BFE Variables 787-*** Aircraft
SA-10
BFE1.
BFE Variables 787-*** Aircraft
SA-6
CS1.
Customer Support Document
SA-10
EE1.
Engine ***, Engine Warranty ***
UAL-PA-04815    Table of Contents, Page 1 of 4     SA-10
BOEING / UNITED AIRLINES, INC. PROPRIETARY

SLP1.
Service Life Policy Components
TABLE OF CONTENTS, CONTINUED

LETTER AGREEMENTS
SA NUMBER
LA-1802882
Special Matters Relating to COTS Software and End User License Agreements
LA-1802883
Installation of Cabin Systems Equipment
LA-1802884
Model 787 Post-Delivery Software & Data Loading
LA-1802885R1
Aircraft Model ***
Attachment A, 787-*** Airframe Pricing of *** Aircraft with ***
Attachment B, 787-*** with ***
Attachment C, 787-*** with ***
LA-1802886R3Special MattersSA-10
LA-1802887***
LA-1802888
*** for 787-*** Aircraft
LA-1802889Demonstration Flight Waiver
LA-1802890Privileged and Confidential Matters
LA-1802891R1***SA-10
LA-1802892787 Special Terms – Seats
LA-1802893AGTA Matters
LA-1802894Assignment Matters
LA-1802895R4
*** Matters
SA-10
LA-1802896Model 787 e- Enabling
TABLE OF CONTENTS, CONTINUED

LETTER AGREEMENTS
SA NUMBER
LA-1802897
*** Aircraft
Attachment A-1, 787-*** with ***
SA-10
UAL-PA-04815    Table of Contents, Page 2 of 4     SA-10
BOEING / UNITED AIRLINES, INC. PROPRIETARY

Attachment A-2, 787-*** with ***
SA-10
LA-1907123
Other Special Matters
SA-5
LA-2000321
*** Rights for Certain 787 Aircraft
SA-6
LA-2000325
*** for 787-*** Aircraft
SA-6
LA-2000327
*** for 787-*** Aircraft
SA-6
LA-2000328
787-***
SA-6
LA-2000341
CS1 Special Matters
SA-6
LA-2000366
*** for 787-*** Aircraft
SA-6
LA-2001835R1
Certain Special Matters
SA-8
LA-22004030
*** Rights for *** 787-*** Aircraft
SA-10

UAL-PA-04815    Table of Contents, Page 3 of 4     SA-10
BOEING / UNITED AIRLINES, INC. PROPRIETARY

SUPPLEMENTAL AGREEMENTSDATED AS OF
Supplemental Agreement No. 1 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . September 25, 2018
Supplemental Agreement No. 2 . . . . . . . . . . . .. . . . . . . . . . . . . . . . November 1, 2018
Supplemental Agreement No. 3 . . . . . . . . . . . .. . . . . . . . . . . . . . . . December 12, 2018
Supplemental Agreement No. 4 . . . . . . . . . . . .. . . . . . . . . . . . . . . . April 26, 2019
Supplemental Agreement No. 5. . . . . . . . . . . .. . . . . . . . . . . . . . . . October 31, 2019
Supplemental Agreement No. 6. . . . . . . . . . . .. . . . . . . . . . . . . . . . February 7, 2020
Supplemental Agreement No. 7. . . . . . . . . . . .. . . . . . . . . . . . . . . . March 20, 2020
Supplemental Agreement No. 8 . . . . . . . . . . .. . . . . . . . . . . . . . . . June 30, 2020
Supplemental Agreement No. 9 . . . . . . . . . . .. . . . . . . . . . . . . . . . February 26, 2021
Supplemental Agreement No. 10 . . . . . . . . . . .. . . . . . . . . . . . . . . August 25 , 2022
    
UAL-PA-04815    Table of Contents, Page 4 of 4     SA-10
BOEING / UNITED AIRLINES, INC. PROPRIETARY
Table 1 to Purchase Agreement No. 04815
787-*** Aircraft Delivery, Description, Price and ***
787-*** Aircraft Subject of *** Rights Letter # UAL-PA-04815-LA-22004030
(787-***)
Airframe Model/MTOW:787-****** pounds1Detail Specification:******
Engine Model/Thrust:****** pounds2Airframe Price Base Year/*** Formula:******
Airframe Price:***Engine Price Base Year/*** Formula:******
*** Features:***3
Sub-Total of Airframe and Features:***Airframe *** Data:
Engine Price (Per Aircraft):***2Base Year Index (ECI):***
Aircraft Basic Price (Excluding BFE/SPE):***Base Year Index (CPI):***
Buyer Furnished Equipment (BFE) Estimate:***Engine *** Data:
Seller Purchased Equipment (SPE) Estimate:***3Base Year Index (ECI):***
Deposit per Aircraft:***4Base Year Index (CPI):***
# of AircraftDelivery DateNumber of Aircraft*** Factor (Airframe)*** Factor (Engine)*** ForecastManufacturer Serial Number++*** Estimate *** Base Price Per A/P*** Per Aircraft (Amts. Due/*** Prior to Delivery):
************
************
************************************
Total:***
1 Purchased MTOW is *** lbs.
2 ***
3 ***
4 ***
++ Manufacturer Serial Numbers are ***
UAL-PA-04815
APR 119891		Boeing Proprietary
787-*** Table 1: SA-10, Page 1

@PA/EXA#

787-*** AIRCRAFT CONFIGURATION

between

THE BOEING COMPANY

and

UNITED AIRLINES, INC.


Exhibit A to Purchase Agreement Number 04815 for


787-*** Aircraft with *** (SA-10)

(Updated)


P.A. No. 04815    A    SA-10

BOEING PROPRIETARY

Exhibit A to
Purchase Agreement No. 04815
Page 2






AIRCRAFT CONFIGURATION


relating to


BOEING MODEL 787-*** AIRCRAFT
(UPDATED TO CONFIGURATION AT DATE OF EXECUTION OF SA-10)



The Detail Specification is Boeing document entitled Detail specification ***. The Detail Specification provides further description of Customer’s configuration set forth in this Exhibit A and ***. As soon as practicable, Boeing will furnish to Customer copies of the Detail Specification, which copies will reflect such ***.

There is ***.







P.A. No. 04815    A    SA-10

BOEING PROPRIETARY

Exhibit A to
Purchase Agreement No. 04815
Page 3

*** Number
Title
Price Per Aircraft ***
*********
TOTAL ***
***
TOTAL ***
***

P.A. No. 04815    A    SA-10

BOEING PROPRIETARY


BUYER FURNISHED EQUIPMENT VARIABLES

between

THE BOEING COMPANY

and

UNITED AIRLINES, INC.

Supplemental Exhibit BFE1
to Purchase Agreement Number 04815


UAL-PA-04815-BFE1 787-***    SA-10, Page 1
BOEING PROPRIETARY
Exhibit A to
Purchase Agreement No. 04815
Page 2

BUYER FURNISHED EQUIPMENT VARIABLES

relating to

BOEING MODEL 787-*** AIRCRAFT

This Supplemental Exhibit BFE1 contains supplier selection dates, on-dock dates and other requirements applicable to the Aircraft.
1.Supplier Selection.
Customer will select and notify Boeing of the suppliers and part numbers of the following BFE items:
******

Customer *** Boeing to complete all necessary actions including, but not limited to, the Initial Technical Coordination Meeting (ITCM).
2.On-dock Dates and Other Information.
Boeing will provide to Customer the BFE requirements, electronically in My Boeing Fleet (MBF) through My Boeing Configuration (MBC) or by other means, setting forth *** relating to the in-sequence installation of BFE. These requirements may be periodically revised by Boeing. Customer’s and Boeing’s *** and *** set forth in Exhibit A to the AGTA apply to the BFE requirements in this Supplemental Exhibit BFE1. For planning purposes, the *** Aircraft’s *** BFE *** and the *** for all BFE items are provided below. Such dates are subject to change based on the dates negotiated and agreed to at the ITCM.
The below “Completion Date” represents the *** of the *** by when the specific milestone must be completed to support the BFE *** program.
Customer’s *** Aircraft: BFE *** Class *** and *** Milestones (*** Aircraft Delivery Only)
MilestoneCompletion DateComments
******
***
UAL-PA-04815-BFE1 787-***    SA-10, Page 2
BOEING PROPRIETARY
Exhibit A to
Purchase Agreement No. 04815
Page 3


Preliminary On-Dock for All BFE Items
(Note: All requirements are set forth below. If a month is listed, then the due date is the *** of the ***. If no date is listed, then there is no requirement.)
******
*********
* ***

3.Additional Delivery Requirements - Import.
Customer will be the importer of record (as defined by U.S. Customs and Border Protection) for all BFE imported into the United States, and as such, it has the responsibility to ensure all of Customer’s BFE shipments comply with U.S. Customs Service regulations.
UAL-PA-04815-BFE1 787-***    SA-10, Page 3
BOEING PROPRIETARY

787 CUSTOMER SUPPORT DOCUMENT

between

THE BOEING COMPANY

and

UNITED AIRLINES, INC.

SUPPLEMENTAL EXHIBIT CS1 to PURCHASE AGREEMENT NUMBER 04815

This document contains:

Part 1
Boeing Maintenance and Flight Training Programs;
Operations Engineering Support
Part 2
Field and Engineering Support Services
Part 3
Technical Information and Materials
Part 4
Alleviation or Cessation of Performance
Part 5
Protection of Proprietary Information and Proprietary Materials
P. A. No. 04815    CS1 Page 1
BOEING PROPRIETARY


787 CUSTOMER SUPPORT DOCUMENT

PART 1:    BOEING MAINTENANCE AND FLIGHT TRAINING
PROGRAMS; OPERATIONS ENGINEERING SUPPORT

1.Boeing Training Programs.
Boeing will provide maintenance training, cabin attendant training, and flight training programs to support the introduction of the Aircraft into service as provided in this Supplemental Exhibit CS1.
1.aTo date, Customer has been awarded training points (Training Points) for 787 Aircraft as follows:
PRIOR TO SUPPLEMENTAL AGREEMENT NO. 10 TO THE PURCHASE AGREEMENTPoints Awarded
Purchase Agreement No. 2484***
Purchase Agreement No. 3860***
Purchase Agreement No. 4815***
Total Training Points Awarded to Customer under all 787 Purchase Agreements Prior to ***
***
Less: Training Points Utilized through ***
***
Balance at ***
***
Training Points Awarded for *** 787-*** Aircraft
***
Balance at effective date of Supplemental Agreement No. 10***
At any time before *** after delivery of Customer’s last Aircraft (Training Program Period) Customer *** Training Points for any of the training courses described on Attachment A at the *** described on Attachment A. At the end of the Training Program Period ***.
2.Training Schedule and Curricula.
3.a.Customer and Boeing will together define and schedule a mutually acceptable plan for the *** programs. At the conclusion of each planning discussion the parties will document Customer’s course selection and training requirements, ***.
3.b.Customer may also request training by written notice to Boeing identifying desired courses, dates and locations. Within *** of Boeing’s receipt of such request Boeing will provide written response to Customer confirming whether the requested courses are available at the times and locations requested by Customer.
3.Location of Training.
4.a.Boeing will conduct *** at any of its appropriately equipped training facilities. Customer will decide on the location or mix of locations for training, subject to space being available in the desired courses at the selected training facility on the dates desired.
P. A. No. 04815    SA-10    Part 1 of CS1, Page 1
BOEING PROPRIETARY

4.b.If requested by Customer, Boeing will conduct training (except *** and courses designated with a *** on Attachment A) at a ***, subject to the following conditions:
3.2.iCustomer will provide acceptable classroom space and training equipment required to present the courses;
3.2.iiCustomer *** Boeing’s *** for lodging, ground transportation, laundry, baggage handling, communication costs and per diem meal charge for each Boeing instructor for each day, or fraction thereof, that the instructor is away from his home location, including travel time;
3.2.iiiCustomer *** Boeing for *** of *** of training Materials which must be shipped to the alternate training site;
3.2.ivCustomer *** by Boeing and its employees *** Boeing’s providing training at the alternate site or ***; and
3.2.vCustomer ***, if any, which *** of such alternate site.
4.Training Materials.
Training Materials will be provided for each student. Training Materials may be used only for (i) the individual student’s reference during Boeing provided training and for review thereafter and (ii) Customer’s provision of training to individuals directly employed by Customer.
5.Additional Terms and Conditions.
5.aAll training will reflect an airplane configuration defined by (i) Boeing’s standard configuration specification for 787 aircraft, (ii) Boeing’s standard configuration specification for the minor model of 787 aircraft selected by Customer, and (iii) any *** features selected by Customer from Boeing’s standard catalog of *** features. Upon Customer’s request, Boeing may provide training customized to reflect other elements of Customer’s Aircraft configuration subject to a *** and other applicable terms and conditions.
5.bAll training will be provided in the English language. If translation is required, Customer will provide interpreters. Customer *** in Boeing’s standard course length to accommodate translation and ***.
5.cCustomer *** of Customer’s personnel. Boeing *** Customer's personnel between their local lodging and Boeing's training facility.
5.dBoeing *** personnel will not be required to work more than *** will be spent in actual flying (Pilot Day). These foregoing restrictions will not apply to ferry flight assistance or revenue service training services, which will be governed by FAA rules and regulations.
5.eNormal Line Maintenance is defined as line maintenance that Boeing might reasonably be expected to furnish for flight crew training at Boeing’s facility, and *** ground support and Aircraft storage in the open, but *** provision of spare parts. Boeing will provide Normal Line Maintenance services for any Aircraft while the Aircraft is used for *** at Boeing’s facility in accordance with the *** and the Repair Station Operation and ***. Customer *** if *** is conducted elsewhere. Regardless of the location of such training, Customer *** all maintenance items (other than those included in Normal Line Maintenance) required during the training, including, but not limited to, ***.
5.fIf the training is based at Boeing’s facility and the Aircraft is damaged during such training, Boeing *** to the Aircraft as promptly as possible. Customer ***. If Boeing’s ***, Boeing and Customer will ***.
5.gIf the flight training is based at Boeing’s facility, several airports in the surrounding area may be used, at Boeing’s option. Unless otherwise agreed in the flight training
P. A. No. 04815    SA-10    Part 1 of CS1, Page 2
BOEING PROPRIETARY

planning conference, it will be Customer’s responsibility to make arrangements for the use of such airports.
5.hIf Boeing agrees to make arrangements on behalf of Customer for the use of airports for flight training, Boeing *** with the flight training. At least *** before flight training, Customer *** against which *** to Customer approximately sixty (60) days after flight training is completed, when all *** have been received and verified. Customer *** to Boeing within *** of the date ***.
5.iIf requested by Boeing, in order to provide the flight training or ferry flight assistance, Customer will make available to Boeing an Aircraft after delivery to familiarize Boeing instructor or ferry flight crew personnel with such Aircraft. If flight of the Aircraft is required for any Boeing instructor or ferry flight crew member to maintain an FAA license for flight proficiency or landing currency, Boeing will be responsible for the costs of fuel, oil, landing fees and spare parts attributable to that portion of the flight.

P. A. No. 04815    SA-10    Part 1 of CS1, Page 3
BOEING PROPRIETARY

787 CUSTOMER SUPPORT DOCUMENT

PART 2:    FIELD AND ENGINEERING SUPPORT SERVICES

1.Field Service Representation.
Boeing will furnish field service representation to advise Customer with respect to the maintenance and operation of the Aircraft (Field Service Representatives).
1.aField service representation will be available at or near Customer’s main maintenance or engineering facility beginning before the scheduled delivery *** of the first Aircraft and ending *** after delivery of the last Aircraft covered by a specific purchase agreement.
1.bCustomer will provide, *** to Boeing, suitable enclosed office space with walls and a lockable door that is separated from other OEMs and the airline, located at the Customer’s facility or other site as mutually agreed. Customer will provide the necessary infrastructure (i.e. local area network (LAN) lines) to enable wired high-speed internet capability in the office. As required, Customer will assist each Field Service Representative with visas, work permits, customs, mail handling, identification passes and formal introduction to local airport authorities.
1.cBoeing’s Field Service Representatives are assigned to various airports and other locations around the world. Whenever Customer’s Aircraft are operating through any such airport, the services of Boeing’s Field Service Representatives are available to Customer.
2.Engineering Support Services.
3.a.Boeing will, if requested by Customer, provide technical advisory assistance from the Puget Sound area or a base designated by Customer as appropriate for any Aircraft or Boeing Product (as defined in Part 1 of Exhibit C of the AGTA). Technical advisory assistance provided will include:
i.Analysis of the information provided by Customer to determine the probable nature and cause of operational problems and a suggestion of possible solutions.
ii.Analysis of the information provided by Customer to determine the nature and cause of unsatisfactory schedule reliability and a suggestion of possible solutions.
iii.Analysis of the information provided by Customer to determine the nature and cause of unsatisfactory maintenance costs and a suggestion of possible solutions.
iv.Analysis and commentary on Customer’s engineering releases relating to structural repairs *** Boeing’s Structural Repair Manual including those repairs requiring advanced composite structure design.
v.Analysis and commentary on Customer’s engineering proposals for changes in, or replacement of, systems, parts, accessories or equipment manufactured to Boeing’s detailed design. Boeing will not analyze or comment on any major structural change unless Customer’s request for such analysis and comment includes complete detailed drawings, substantiating information (including any information required by applicable government agencies), all stress or other appropriate analyses, and a specific statement from Customer of the substance of the review and the response requested.
vi.Maintenance Engineering. Boeing will provide the following Maintenance Engineering support:
2.1.6.1Maintenance Planning Assistance. Upon request, Boeing will provide assistance in identifying the impact to Customer’s maintenance program resulting from
P. A. No. 04815    SA-10    Part 2 of CS1, Page 1
BOEING PROPRIETARY

minor model differences between the Aircraft and an aircraft of the same model currently operated by Customer.
2.1.6.2ETOPS Maintenance Planning Assistance. Upon request, Boeing will provide assistance in identifying the impact to Customer’s ETOPS maintenance program resulting from minor model differences between the Aircraft and an aircraft of the same model currently operated by Customer.
2.1.6.3GSE/Shops/Tooling Consulting. Upon request, Boeing will provide assistance to Customer in identifying the impact to Customer’s maintenance tools and ground support equipment resulting from the minor model differences between the Aircraft and an aircraft of the same model currently operated by Customer.
vii.Flight Operations Engineering Support. Boeing will provide the following Flight Operations Engineering support:
1.Assistance with the analysis and preparation of performance data to be used in establishing operating practices and policies for Customer’s operation of Aircraft.
2.Assistance with interpretation of the minimum equipment list, the definition of the configuration deviation list and the analysis of individual Aircraft performance.
3.Assistance with solving operational problems associated with delivery and route-proving flights.
4.Information regarding significant service items relating to Aircraft performance or flight operations.
5.If requested by Customer, Boeing will provide operations engineering support during the ferry flight of an Aircraft. Such support will be provided from the Puget Sound area or from an alternate location, at Boeing’s sole discretion.
6.Assistance in developing an Extended Operations (ETOPs) plan for regulatory approval.
7.Flight Operations Services. Boeing will revise, as applicable, flight data, documents and software provided with previously delivered aircraft.
8.Spares. Boeing will revise, as applicable, the customized Recommended Spares Parts List (RSPL).
3.b.Post Delivery/Service Support. Boeing will, if requested by Customer, perform work on an Aircraft after delivery but prior to the initial departure flight or upon the return of the Aircraft to Boeing’s facility prior to completion of that flight. The following conditions will apply to Boeing’s performance:
i.Boeing may rely upon the commitment authority of the Customer’s personnel requesting the work.
ii.As ***, the insurance provisions of Article 8.2 of the AGTA ***.
iii.The provisions of the Boeing warranty in Part 2 of Exhibit C of the AGTA apply.
iv.Customer *** Boeing for requested work *** the Boeing warranty, if any.
v.The DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES provisions in Article 11 of Part 2 of Exhibit C of the AGTA apply.
3.c.Boeing may, at Customer’s request, provide *** other than those described in Articles 2.1 and 2.2 of this Part 2 of Supplemental Exhibit CS1 for an Aircraft after delivery, which may include, but not be limited to, ***. Such *** will be subject to ***. The DISCLAIMER AND RELEASE and the EXCLUSION OF CONSEQUENTIAL AND OTHER
P. A. No. 04815    SA-10    Part 2 of CS1, Page 2
BOEING PROPRIETARY

DAMAGES provisions in Article 11 of Part 2 of Exhibit C of the AGTA and the insurance provisions in Article 8.2 of the AGTA will apply to any such work. *** any such Aircraft will always remain with Customer.
P. A. No. 04815    SA-10    Part 2 of CS1, Page 3
BOEING PROPRIETARY

787    CUSTOMER SUPPORT DOCUMENT

PART 3:    TECHNICAL INFORMATION AND MATERIALS

1.General.
Materials are defined as any and all items that are created by Boeing or a third party, which are provided directly or indirectly from Boeing and serve primarily to contain, convey or embody information. Materials may include either tangible embodiments (for example, documents or drawings), or intangible embodiments (for example, software and other electronic forms) of information but excludes Aircraft Software. Aircraft Software is defined as software that is installed on and used in the operation of the Aircraft.
Customer Information is defined as that data provided by Customer to Boeing which falls into one of the following categories: (i) aircraft operational information (including, but not limited to, flight hours, departures, schedule reliability, engine hours, number of aircraft, aircraft registries, landings, and daily utilization and schedule interruptions for Boeing model aircraft); (ii) summary and detailed shop findings data; (iii) aircraft readiness log data; (iv) non-conformance reports; (v) line maintenance data; (vi) airplane message data, (vii) scheduled maintenance data; (viii) service bulletin incorporation; and (ix) aircraft data generated or received by equipment installed on Customer’s aircraft in analog or digital form including but not limited to information regarding the state, condition, performance, location, setting, or path of the aircraft and associated systems, sub-systems and components
Upon execution by Customer of Boeing’s standard form Customer Services General Terms Agreement, Supplemental Agreement for Electronic Access and, as required, the applicable Boeing licensed software order, Boeing will provide to Customer through electronic access certain Materials to support the maintenance and operation of the Aircraft. Such Materials will, if applicable, be prepared generally in accordance with Aerospace Industries Association Specification 1000D (S1000D) and Air Transport Association of America (ATA) iSpec 2200, entitled “Information Standards for Aviation Maintenance.” Materials not covered by iSpec 2200 will be provided in a structure suitable for the Material’s intended use. Materials will be in English and in the units of measure used by Boeing to manufacture an Aircraft.
2.Technical Data and Maintenance Information.
Boeing will provide technical data and maintenance information equivalent to that traditionally provided by Boeing to Customer. Boeing (i) will provide such data and information through electronic access or other means, and (ii) reserves the right to change the format of such data and information, both at its sole discretion. Boeing may elect to fulfill this obligation by revising, as applicable, previously provided technical data and maintenance information.
3.Advance Representative Materials.
Boeing will select all advance representative Materials from available sources and whenever possible will provide them through electronic access. Such advance Materials will be for advance planning purposes only.
4.*** Maintenance Engineering Materials.
All *** Materials will reflect the configuration of each Aircraft as delivered.
5.Revisions.
5.aThe schedule for updating certain Materials will be identified in the planning conference. Such updates will reflect changes to Materials developed by Boeing.
P. A. No. 04815    SA-10    Part 3 of CS1, Page 1
BOEING PROPRIETARY

5.bIf Boeing receives written notice that Customer intends to incorporate, or has incorporated, any Boeing service bulletin in an Aircraft, Boeing will update Materials reflecting the effects of such incorporation into such Aircraft.
6.Supplier Technical Data.
6.aFor supplier-manufactured programmed airborne avionics components and equipment classified as Seller Furnished Equipment (SFE) which contain computer software designed and developed in accordance with Radio Technical Commission for Aeronautics Document No. RTCA/DO-178B dated December 1, 1992 (with an errata issued on March 26, 1999), or later as available, Boeing will request that each supplier of the components and equipment make software documentation available to Customer.
6.bThe provisions of this Article will not be applicable to items of BFE.
6.cPrior to the scheduled *** of the first Aircraft, Boeing will furnish to Customer copies of the documents which identify the terms and conditions of the product support agreements between Boeing and its suppliers Product Support and Assurance Agreements (PSAA).
7.Buyer Furnished Equipment Data.
Boeing will incorporate BFE maintenance information, as applicable, into the configured Materials providing Customer makes the information available to Boeing at least *** prior to the scheduled delivery *** of each Aircraft. Boeing will incorporate such BFE maintenance information into the Materials prior to delivery of each Aircraft reflecting the configuration of that Aircraft as delivered. Upon Customer’s request, Boeing may provide update service *** to such information subject to the terms of Part 2, Article 2.3 relating to Additional Services. Customer agrees to furnish all BFE maintenance information in Boeing’s standard digital format, ATA Spec 2000.
8.Customer’s Shipping Address.
From time to time Boeing may furnish certain Materials or updates to Materials by means other than electronic access. Customer will specify a single address and Customer will promptly notify Boeing of any change to that address. Boeing *** of the Materials. Customer is ***.    
P. A. No. 04815    SA-10    Part 3 of CS1, Page 2
BOEING PROPRIETARY

787 CUSTOMER SUPPORT DOCUMENT

PART 4:    ALLEVIATION OR CESSATION OF PERFORMANCE

Boeing will not be required to provide any Materials, services, training or other things at a facility designated by Customer if any of the following conditions exist and those conditions would prevent Boeing form performing its services or make the performance of such services impracticable or inadvisable:
1.a labor stoppage or dispute in progress involving Customer;
2.wars or warlike operations, riots or insurrections in the country where the facility is located;
3.any condition at the facility which, in the opinion of Boeing, is detrimental to the general health, welfare or safety of its personnel or their families;
4.the United States Government refuses permission to Boeing personnel or their families to enter into the country where the facility is located, or recommends that Boeing personnel or their families leave the country; or
5.the United States Government refuses permission to Boeing to deliver Materials, services, training or other things to the country where the facility is located.
After the location of Boeing personnel at the facility, Boeing further reserves the right, upon the occurrence of any of such events, to immediately and without prior notice to Customer relocate its personnel and their families.

P. A. No. 04815    SA-10    Part 4 of CS1, Page 1
BOEING PROPRIETARY

787 CUSTOMER SUPPORT DOCUMENT

PART 5:    PROTECTION OF PROPRIETARY INFORMATION AND PROPRIETARY MATERIALS

1.General.
All Materials provided by Boeing to Customer and not covered by a Boeing CSGTA or other agreement between Boeing and Customer defining Customer’s right to use and disclose the Materials and included information will be covered by and subject to the terms of the AGTA as amended by the terms of the Purchase Agreement. Title to all Materials containing, conveying or embodying confidential, proprietary or trade secret information (Proprietary Information) belonging to Boeing or a third party (Proprietary Materials), will at all times remain with Boeing or such third party. Customer will treat all Proprietary Materials and all Proprietary Information in confidence and use and disclose the same only as specifically authorized in the AGTA as amended by the terms of the Purchase Agreement, or the CSGTA, and except to the extent required by the law.
2.License Grant.
3.a.Boeing grants to Customer a *** license to use and disclose Proprietary Materials in accordance with the terms and conditions of the AGTA as amended by the terms of the Purchase Agreement. Customer is authorized to make copies of Materials (except for Materials bearing the copyright legend of a third party), and all copies of Proprietary Materials will belong to Boeing and be treated as Proprietary Materials under the AGTA as amended by the terms of the Purchase Agreement. Customer will preserve all proprietary legends, and all copyright notices on all Materials and insure the inclusion of those legends and notices on all copies.
3.b.Customer grants to Boeing a *** license to use and disclose Customer Information *** in Boeing data and information products and services provided indicia identifying Customer Information as originating from Customer is removed from such Customer Information. This grant is in addition to any other grants of rights in the agreements governing provision of such information to Boeing regardless of whether that information is identified as Customer Information in such agreement.
3.Use of Proprietary Materials and Proprietary Information.
Customer is authorized to use Proprietary Materials and Proprietary Information for the purpose of: (a) operation, maintenance, repair, or modification of Customer’s Aircraft for which the Proprietary Materials and Proprietary Information have been specified by Boeing and (b) development and manufacture of training devices and maintenance tools for use by Customer.
4.Providing of Proprietary Materials to Contractors.
Customer is authorized to provide Proprietary Materials to Customer’s contractors for the sole purpose of maintenance, repair, or modification of Customer’s Aircraft for which the Proprietary Materials have been specified by Boeing. In addition, Customer may provide Proprietary Materials to Customer’s contractors for the sole purpose of developing and manufacturing training devices and maintenance tools for Customer’s use. Before providing Proprietary Materials to its contractor, Customer will first obtain a written agreement from the contractor by which the contractor agrees (a) to use the Proprietary Materials only on behalf of Customer, (b) to be bound by all of the restrictions and limitations of this Part 5, and (c) that Boeing is a third party beneficiary under the written agreement. Customer agrees to provide copies of all such written agreements to Boeing upon request and be liable to Boeing for any breach of those agreements by a contractor. A sample agreement acceptable to Boeing is attached as Appendix VII to the AGTA.
5.Providing of Proprietary Materials and Proprietary Information to Regulatory Agencies.
P. A. No. 04815    SA-10    Part 5 of CS1, Page 1
BOEING PROPRIETARY

5.aWhen and to the extent required by a government regulatory agency having jurisdiction over Customer or an Aircraft, Customer is authorized to provide Proprietary Materials and to disclose Proprietary Information to the agency for use in connection with Customer’s operation, maintenance, repair, or modification of such Aircraft. Customer agrees to take all reasonable steps to prevent the agency from making any distribution, disclosure, or additional use of the Proprietary Materials and Proprietary Information provided or disclosed. Customer further agrees to notify Boeing immediately upon learning of any (a) distribution, disclosure, or additional use by the agency, (b) request to the agency for distribution, disclosure, or additional use, or (c) intention on the part of the agency to distribute, disclose, or make additional use of Proprietary Materials or Proprietary Information.
In the event of an Aircraft or Aircraft systems-related incident, the Customer *** to Customer Information pertaining to its Aircraft or fleet. ***.
    
P. A. No. 04815    SA-10    Part 5 of CS1, Page 2
BOEING PROPRIETARY

787 CUSTOMER SUPPORT DOCUMENT
ATTACHMENT A
787 ***
Revision Date ***

*********
*********
* ***

P. A. No. 04815    SA-10    Att. A to CS1, Page1
BOEING PROPRIETARY
    The Boeing Company
    P.O. Box 3707
    Seattle, WA 98124 2207
UAL-PA-04815-LA-1802886R3
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    Special Matters
Reference:    Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement. This Letter Agreement replaces and supersedes Letter Agreement UAL-PA-04815-LA-1802886R2, dated February 7, 2020, in its entirety.
1.***
1.a.787-***.
In consideration of Customer's purchase of 787-8 Aircraft, Boeing *** at the time of delivery of each 787-*** Aircraft and 787-*** Aircraft, *** to Customer *** The *** is subject to the *** as *** at the time of delivery. *** may *** to *** at the time of delivery for such Aircraft, or for the *** of Boeing *** and ***, but *** on Aircraft.
1.b.787-***.
In consideration of Customer's purchase of 787-*** Aircraft, Boeing *** at the time of delivery of each 787-*** Aircraft and 787-*** Aircraft, *** to Customer ***. The*** is subject to the *** as *** at the time of delivery. ***may *** to *** at the time of delivery for such Aircraft, or for the *** of Boeing *** and ***, but *** on Aircraft.
UAL-PA-04815-LA-1802886R3    SA-10
Special Matters    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_043.jpg
1.c.787-***.
In consideration of Customer's purchase of 787-*** Aircraft, Boeing *** at the time of delivery of each 787-*** Aircraft and 787-*** Aircraft, *** to Customer ***. The *** is subject to the *** as *** at the time of delivery. *** may *** at the time of delivery for such Aircraft, or for the *** of Boeing *** and ***, but *** on Aircraft.
1.d.***
Boeing *** to Customer a ***.
2.***
3.***
4.***
5.*** for the *** 787-*** Aircraft.
***
6.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04815-LA-1802894 entitled “Assignment Matters”, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
UAL-PA-04815-LA-1802886R3    SA-10
Special Matters    Page 2
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_043.jpg
7.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890 entitled “Privileged and Confidential Matters”.
Very truly yours,

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact
ACCEPTED AND AGREED TO this
Date:August , 2022
UNITED AIRLINES, INC.
By/s/ Gerald Laderman
Its
Executive Vice President and
Chief Financial Officer


UAL-PA-04815-LA-1802886R3    SA-10
Special Matters    Page 3
BOEING/UNITED AIRLINES, INC. PROPRIETARY

    Attachment A
Section 4.1 (ii) 787-*** Aircraft ***
***
******
*********
Attachment A to UAL-PA-04815-LA-1802886R3    SA-10
Special Matters    Att. A, Page 1 of 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY

Attachment B
Section 4.2 787-*** Aircraft ***
***
******
*********

Attachment B to UAL-PA-04815-LA-1802886R3    SA-10
Special Matters    Att. B, Page 1 of 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
    The Boeing Company
    P.O. Box 3707
    Seattle, WA 98124 2207

UAL-PA-04815-LA-1802891R1
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    ***
Reference:    Purchase Agreement 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. This Letter Agreement supersedes and replaces in its entirety Letter Agreement UAL-PA-04815-LA-1802891 dated February 7, 2020
1.Definitions.
*** Notice means the written communication provided by Boeing to Customer in accordance with the requirements of Article 4.1, below.
*** Aircraft will have the meaning specified in Letter Agreement NumberUAL-PA-04815-LA-1802897, as amended, relating to *** Aircraft.
Program Aircraft means each Aircraft specified in each Table 1 of the Purchase Agreement as of the date of this Letter Agreement and any *** Aircraft for which Customer has ***.
2.Applicability.
Notwithstanding any other provision of the Purchase Agreement to the contrary, the parties agree that the *** for each Program Aircraft shall be determined in accordance with this Letter Agreement.
3.*** Forecast.
Boeing will release an *** forecast in *** of each year based on Boeing’s then current standard ***. Only one *** forecast shall be used to conduct the *** analysis performed in accordance with Article 4.1, below, for a given Program Aircraft. The *** forecast applicable to a given Program Aircraft is set forth in Attachment A.
4.***
4.a***
4.1.i***
4.1.ii***
UAL-PA-04815-LA-1802891R1        SA-10
***            Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_043.jpg


4.1.iii***
4.1.ivIn the event that Boeing *** either the *** Notice as detailed in Article 4.1.2 or Article 4.1.3 and Customer ***, then Customer *** the Purchase Agreement with respect to such affected Program Aircraft.
4.bIf Boeing provides Customer the *** described in Article 4.1.2 or Article 4.1.3 above, then Customer shall notify Boeing *** contained in Articles 4.1.2, 4.1.3, or 4.1.4 above within ***days of its receipt of the *** Notice from Boeing. In the event Customer *** in accordance with Article 4.1.4 above, then Boeing *** to Customer, *** for the *** Program Aircraft.
i.Within ***days of Boeing’s receipt of *** notice for any such *** Program Aircraft under Article 4.2 above, Boeing *** by written notice to Customer to *** related to such *** Program Aircraft ***, by Customer.
ii.Should Customer *** any notice to Boeing in accordance with Article 4.2 above, then the *** for such Program Aircraft shall be *** in accordance with Article 4.1.2.
4.cIn the event that the *** of a Program Aircraft that is subject to either Article 4.1.1, Article 4.1.2 or Article 4.1.3 above, *** applicable to such Program Aircraft will be determined pursuant to Article 5 below.
5.***
6.***
7.***
***, identified in the Purchase Agreement as subject to *** pursuant to Supplemental Exhibit AE1, and which pertains to the Program Aircraft shall be ***.
8.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04815-LA-1802894 entitled “Assignment Matters”, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
UAL-PA-04815-LA-1802891R1        SA-10
***            Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_043.jpg


9.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890 entitled “Privileged and Confidential Matters”.
Very truly yours,

THE BOEING COMPANY
By/s/ Irma L. Krueger
ItsAttorney-in-Fact


UAL-PA-04815-LA-1802891R1        SA-10
***            Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_043.jpg



UAL-PA-04815-LA-1802891R1        SA-10
***            Page 4
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_043.jpg



ACCEPTED AND AGREED TO this
Date:
August , 2022
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Executive Vice President and Chief Financial Officer

UAL-PA-04815-LA-1802891R1        SA-10
***            Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY


Attachment A
*** Forecast & *** Notice Date

*** Forecast
Applicable to Program Aircraft Delivering in Time Period
*** Notice Date
*********
Attachment A to UAL-PA-04815-LA-1802891R1    SA-10
***            Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_043.jpg

ATTACHMENT B
***
************

Attachment B to UAL-PA-04815-LA-1802891R1    SA-10
***            Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY

image16.jpg
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207


UAL-PA-04815-LA-1802895R4
United Airlines, Inc.    
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    *** Matters
References:    1)    Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft); and
2)    Aircraft General Terms Agreement dated as of October 10, 1997 between the parties, identified as AGTA-CAL (AGTA)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. The Purchase Agreement incorporates the terms and conditions of the AGTA. This Letter Agreement modifies certain terms and conditions of the AGTA with respect to the Aircraft. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement or the AGTA, as the context requires. This Letter Agreement supersedes and replaces in its entirety Letter Agreement UAL-PA-04815-LA-1802895R3 dated February 26, 2021.
1.***
2.***
3.*** Rights.
3.aCustomer agrees that ***.
3.bIn the event Boeing *** to Boeing pursuant to Article 3.1, absent instruction from Boeing to the contrary, Customer shall, *** under the Purchase Agreement as amended by this Letter Agreement. Customer will ***.
3.cFor all purposes of this paragraph 3, including without limitation, notice, *** or any other application, ***. Boeing expressly reserves all of its rights and remedies under any agreement and applicable law.
UAL-PA-04815-LA-1802895R4    SA-10
*** Matters    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_042.jpg


4.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04815-LA-1802894 entitled “Assignment Matters”, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
5.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890 entitled “Privileged and Confidential Matters”.
If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below.

Very truly yours,
THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact

UAL-PA-04815-LA-1802895R4    SA-10
*** Matters    Page 2
BOEING/UNITED AIRLINES, INC. PROPRIETARY

ACCEPTED AND AGREED TO this
Date:August , 2022
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Executive Vice President and Chief Financial Officer


UAL-PA-04815-LA-1802895R4    SA-10
*** Matters    Page 3
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image16.jpg
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207



UAL-PA-04815-LA-22004030
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    *** Rights for *** 787-*** Aircraft
Reference:    Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used and not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.
1.In response to Customer’s ***, Boeing is *** to *** 787-*** aircraft (787-*** Aircraft) specified in Attachment 1 to this Letter Agreement as follows:
1.aIf Customer desires *** of the 787-*** Aircraft, then Customer must provide written notice to Boeing by a date that is *** (Approval Deadline) of its *** of the 787-*** Aircraft (Such notice referred to herein as a *** Notice and the *** 787 Aircraft are defined as the *** 787 Aircraft).
1.1.iIf Customer provides a *** Notice pursuant to Section 1.1 above prior to the Approval Deadline in respect of the *** 787 Aircraft, then with respect to the *** 787 Aircraft:
1.1.1.1The rights and obligations of both parties will *** in respect of *** 787 Aircraft.
1.1.1.2Boeing will *** the *** of *** 787 Aircraft.
1.1.1.3Boeing will *** the 787-*** and *** Customer obligations for (i) *** obligations; (ii) *** at aircraft delivery or (iii) Customer’s *** of Boeing *** and ***.
1.bUnless Customer provides Boeing with a *** Notice by the Approval Deadline:
i.The *** for each 787-*** Aircraft will be due according to the payment schedule included in Attachment 1 to this Letter Agreement; and
ii.Each 787-*** Aircraft shall be deemed a *** 787-*** Aircraft for all purposes of the Purchase Agreement including the Letter Agreement entitled “Special Matters”. The parties will deem Attachment 1 to be a supplement to the Table 1 in effect at the date of this Letter Agreement without further Purchase Agreement revision being required. For administrative convenience, a compilation of Table 1 to the Purchase
UAL-PA-04815-LA-22004030    
*** Rights: *** 787-*** Aircraft    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY

image18.jpg




Agreement to formally incorporate the Attachment 1 revisions can be prepared if requested by either party.
2.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890.
Very truly yours,

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact


UAL-PA-04815-LA-22004030    
*** Rights: *** 787-*** Aircraft    Page 2
BOEING/UNITED AIRLINES, INC. PROPRIETARY


image18.jpg




ACCEPTED AND AGREED TO this
Date:August 25, 2022
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Executive Vice President and
Chief Financial Officer


UAL-PA-04815-LA-22004030    
*** Rights: *** 787-*** Aircraft    Page 3
BOEING/UNITED AIRLINES, INC. PROPRIETARY

Attachment 1 to *** Rights Letter # UAL-PA-04815-LA-22004030
787-*** Aircraft Delivery, Description, Price and *** 787-*** Aircraft
(787-***)
Airframe Model/MTOW:787-****** pounds1Detail Specification:******
Engine Model/Thrust:****** pounds2Airframe Price Base Year/*** Formula:******
Airframe Price:***Engine Price Base Year/*** Formula:******
*** Features:***3
Sub-Total of Airframe and Features:***Airframe *** Data:
Engine Price (Per Aircraft):***2Base Year Index (ECI):***
Aircraft Basic Price (Excluding BFE/SPE):***Base Year Index (CPI):***
Buyer Furnished Equipment (BFE) Estimate:***Engine *** Data:
Seller Purchased Equipment (SPE) Estimate:***3Base Year Index (ECI):***
Deposit per Aircraft:***4Base Year Index (CPI):***
# of AircraftDelivery DateNumber of Aircraft*** Factor (Airframe)*** Factor (Engine)*** ForecastManufacturer Serial Number++*** Estimate *** Base Price
Per A/P		*** Per Aircraft (Amts. Due/*** Prior to Delivery):
************
************
************************************
Total:***
1 Purchased MTOW is *** lbs.
2 ***
3 ***
4 ***
++ Manufacturer Serial Numbers are ***
UAL-PA-04815
APR 119891		Boeing Proprietary
787-*** Table 1: SA-10, Page 1
 EX-10.103 18 ual_12312210kex10103.htm EX-10.103 Document
Exhibit 10.103
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
SUPPLEMENTAL AGREEMENT NO. 11 to
PURCHASE AGREEMENT NUMBER 04815
between
THE BOEING COMPANY
and
UNITED AIRLINES, INC.
relating to
BOEING MODEL 787 AIRCRAFT
THIS SUPPLEMENTAL AGREEMENT No. 11 (SA-11) is entered into as of September 27, 2022 by and between The Boeing Company, a Delaware corporation, (Boeing) and United Airlines, Inc., a Delaware corporation, (Customer);
WHEREAS, Customer and Boeing entered into Purchase Agreement No. 04815 dated as of the 31st day of May of 2018 as amended and supplemented (Purchase Agreement), relating to the purchase and sale of Model 787 aircraft. This Supplemental Agreement is an amendment to the Purchase Agreement; and
WHEREAS, solely to conform and further amend the Purchase Agreement to reflect Customer and Boeing’s agreement to (i) provide Customer with *** regarding the 787-*** Aircraft; and (ii) ensure Customer engagement in *** of the 787-*** Aircraft.
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:
1.Table of Contents.
The “Table of Contents” is deleted in its entirety and replaced with the attached “Table of Contents” (identified by “SA-11”).
2.Letter Agreement.
Letter Agreement No. UAL-PA-04815-LA- 22004030 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04815-LA- 22004030R1 entitled “*** Rights for *** 787-*** Aircraft” (identified by “SA-11”) to (i) *** the Approval Deadline as that term is defined in such letter agreement; and (ii) ensure Customer engagement for *** of the 787-*** Aircraft.
UAL-PA-04815    SA-11    Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY

The Purchase Agreement will be deemed supplemented to the extent provided herein as of the date hereof and as so supplemented will continue in full force and effect.
The rest of the page is intentionally blank. Signature page follows.

UAL-PA-04815    SA-11    Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY

EXECUTED IN DUPLICATE as of the day and year first written above.




THE BOEING COMPANYUNITED AIRLINES, INC.
/s/ Irma L. Krueger/s/ Gerald Laderman
SignatureSignature
Irma. L. Krueger
Gerald Laderman
Printed NamePrinted Name


Attorney-in-Fact

Executive Vice President and
Chief Financial Officer
TitleTitle

UAL-PA-04815    SA-11    Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY

TABLE OF CONTENTS

ARTICLES
SA NUMBER
Article 1.Quantity, Model and Description
Article 2.Delivery Schedule
Article 3.Price
Article 4.Payment
Article 5.Additional Terms
TABLE
1.
787-*** Aircraft Delivery, Description, Price and ***
SA-6
1.
787-*** Aircraft Delivery, Description, Price and ***
(*** 787-*** Aircraft)
SA-10
1.
787-*** Aircraft Delivery, Description, Price and ***
SA-8
EXHIBITS
A
787-*** Aircraft Configuration
SA-6
A1
787-*** Aircraft Configuration (Updated)
SA-10
A2
787-*** Aircraft Configuration
B.
Aircraft Delivery Requirements and Responsibilities
SUPPLEMENTAL EXHIBITS
AE1.
***Airframe and *** Features for the 787 Aircraft
BFE1.
BFE Variables 787-*** Aircraft
SA-10
BFE1.
BFE Variables 787-*** Aircraft
SA-6
CS1.
Customer Support Document
SA-10
EE1.
Engine ***, Engine Warranty and ***
SLP1.
Service Life Policy Components
UAL-PA-04815    Table of Contents, Page 1 of 4     SA-11
BOEING / UNITED AIRLINES, INC. PROPRIETARY

TABLE OF CONTENTS, CONTINUED

LETTER AGREEMENTS
SA NUMBER
LA-1802882
Special Matters Relating to COTS Software and End User License Agreements
LA-1802883
Installation of Cabin Systems Equipment
LA-1802884
Model 787 Post-Delivery Software & Data Loading
LA-1802885R1
Aircraft Model ***
Attachment A, 787-*** Airframe Pricing of *** Aircraft with ***
Attachment B, 787-*** with ***
Attachment C, 787-*** with ***
LA-1802886R3Special MattersSA-10
LA-1802887***
LA-1802888
*** for 787-*** Aircraft
LA-1802889Demonstration Flight Waiver
LA-1802890Privileged and Confidential Matters
LA-1802891R1***SA-10
LA-1802892787 Special Terms – Seats
LA-1802893AGTA Matters
LA-1802894Assignment Matters
LA-1802895R4
*** Matters
SA-10
LA-1802896Model 787 e- Enabling
TABLE OF CONTENTS, CONTINUED

LETTER AGREEMENTS
SA NUMBER
LA-1802897
*** Aircraft
Attachment A-1, 787-*** with ***: Deleted
SA-10
UAL-PA-04815    Table of Contents, Page 2 of 4     SA-11
BOEING / UNITED AIRLINES, INC. PROPRIETARY

Attachment A-2, 787-*** with ***: Deleted
SA-10
LA-1907123
Other Special Matters
SA-5
LA-2000321
*** Rights for Certain 787 Aircraft
SA-6
LA-2000325
*** for 787-*** Aircraft
SA-6
LA-2000327
*** for 787-*** Aircraft
SA-6
LA-2000328
787-***
SA-6
LA-2000341
CS1 Special Matters
SA-6
LA-2000366
*** for 787-*** Aircraft
SA-6
LA-2001835R1
Certain Special Matters
SA-8
LA-22004030R1
*** Rights for *** 787-*** Aircraft
SA-11

UAL-PA-04815    Table of Contents, Page 3 of 4     SA-11
BOEING / UNITED AIRLINES, INC. PROPRIETARY

SUPPLEMENTAL AGREEMENTSDATED AS OF
Supplemental Agreement No. 1 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . September 25, 2018
Supplemental Agreement No. 2 . . . . . . . . . . . .. . . . . . . . . . . . . . . . November 1, 2018
Supplemental Agreement No. 3 . . . . . . . . . . . .. . . . . . . . . . . . . . . . December 12, 2018
Supplemental Agreement No. 4 . . . . . . . . . . . .. . . . . . . . . . . . . . . . April 26, 2019
Supplemental Agreement No. 5. . . . . . . . . . . .. . . . . . . . . . . . . . . . October 31, 2019
Supplemental Agreement No. 6. . . . . . . . . . . .. . . . . . . . . . . . . . . . February 7, 2020
Supplemental Agreement No. 7. . . . . . . . . . . .. . . . . . . . . . . . . . . . March 20, 2020
Supplemental Agreement No. 8 . . . . . . . . . . .. . . . . . . . . . . . . . . . June 30, 2020
Supplemental Agreement No. 9 . . . . . . . . . . .. . . . . . . . . . . . . . . . February 26, 2021
Supplemental Agreement No. 10 . . . . . . . . . . .. . . . . . . . . . . . . . . August 25, 2022
Supplemental Agreement No. 11 . . . . . . . . . . .. . . . . . . . . . . . . . . September 27, 2022
    
UAL-PA-04815    Table of Contents, Page 4 of 4     SA-11
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_25.jpg
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207


UAL-PA-04815-LA-22004030R1
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    *** Rights for *** 787-*** Aircraft
Reference:    Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used and not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. Letter Agreement supersedes and replaces in its entirety Letter Agreement UAL-PA-04815-LA-22004030.
1.In response to Customer’s ***, Boeing is *** to *** 787-*** aircraft (787-*** Aircraft) specified in Attachment 1 to this Letter Agreement as follows:
1.aIf Customer desires *** of the 787-*** Aircraft, then Customer must provide written notice to Boeing by a date that is *** (Approval Deadline) of its *** of the 787-*** Aircraft (Such notice referred to herein as a *** Notice and the *** 787 Aircraft are defined as the *** 787 Aircraft). Due to ***, such *** for Approval Deadline requires Customer’s active engagement in 787-*** planned for ***, e.g., seat Initial Technical Coordination Meeting (often referred to as the ITCM).
1.1.iIf Customer provides a *** Notice pursuant to Section 1.1 above prior to the Approval Deadline in respect of the *** 787 Aircraft, then with respect to the *** 787 Aircraft:
1.1.1.1The rights and obligations of both parties will *** in respect of *** 787 Aircraft.
1.1.1.2Boeing will *** the *** of *** 787 Aircraft.
1.1.1.3Boeing will *** the 787-*** and *** Customer obligations for (i) *** obligations; (ii) *** at aircraft delivery or (iii) Customer’s *** of Boeing *** and ***.
1.bUnless Customer provides Boeing with a *** Notice by the Approval Deadline:
1.2.iThe *** for each 787-*** Aircraft will be due according to the payment schedule included in Attachment 1 to this Letter Agreement; and
1.2.iiEach 787-*** Aircraft shall be deemed a *** 787-*** Aircraft for all purposes of the Purchase Agreement including the Letter Agreement entitled “Special Matters”. The parties will deem Attachment 1 to be a supplement to the Table 1 in effect
UAL-PA-04815-LA-22004030    SA-11
*** Rights: *** 787-*** Aircraft    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_25.jpg





at the date of this Letter Agreement without further Purchase Agreement revision being required. For administrative convenience, a compilation of Table 1 to the Purchase Agreement to formally incorporate the Attachment 1 revisions can be prepared if requested by either party.
2.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890.
Very truly yours,

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact


UAL-PA-04815-LA-22004030    SA-11
*** Rights: *** 787-*** Aircraft    Page 2
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_25.jpg





ACCEPTED AND AGREED TO this
Date:September 27, 2022
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Executive Vice President and
Chief Financial Officer


UAL-PA-04815-LA-22004030    SA-11
*** Rights: *** 787-*** Aircraft    Page 3
BOEING/UNITED AIRLINES, INC. PROPRIETARY
Attachment 1 to *** Rights Letter # UAL-PA-04815-LA-22004030R1
787-*** Aircraft Delivery, Description, Price and ***
787-*** Aircraft
(787-***)
Airframe Model/MTOW:787-****** pounds1Detail Specification:******
Engine Model/Thrust:****** pounds2Airframe Price Base Year/*** Formula:******
Airframe Price:***Engine Price Base Year/*** Formula:******
*** Features:***3
Sub-Total of Airframe and Features:***Airframe *** Data:
Engine Price (Per Aircraft):***2Base Year Index (ECI):***
Aircraft Basic Price (Excluding BFE/SPE):***Base Year Index (CPI):***
Buyer Furnished Equipment (BFE) Estimate:***Engine *** Data:
Seller Purchased Equipment (SPE) Estimate:***3Base Year Index (ECI):***
Deposit per Aircraft:***4Base Year Index (CPI):***
# of AircraftDelivery DateNumber of Aircraft*** Factor (Airframe)*** Factor (Engine)*** ForecastManufacturer Serial Number++*** Estimate *** Base Price
 Per A/P		*** Per Aircraft (Amts. Due/*** Prior to Delivery):
************
************
************************************
Total:10
1 ***
2 ***
3 ***
4 ***
++ Manufacturer Serial Numbers are ***
UAL-PA-04815
APR 119891		Boeing Proprietary
787-*** Table 1: SA-11, Page 1
 EX-10.104 19 ual_12312210kex10104.htm EX-10.104 Document
Exhibit 10.104
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
SUPPLEMENTAL AGREEMENT NO. 12 to
PURCHASE AGREEMENT NUMBER 04815
between
THE BOEING COMPANY
and
UNITED AIRLINES, INC.
relating to
BOEING MODEL 787 AIRCRAFT
THIS SUPPLEMENTAL AGREEMENT No. 12 (SA-12) is entered into as of December 12, 2022 by and between The Boeing Company, a Delaware corporation, (Boeing) and United Airlines, Inc., a Delaware corporation, (Customer);
WHEREAS, Customer and Boeing entered into Purchase Agreement No. 04815 dated as of the 31st day of May of 2018 as amended and supplemented (Purchase Agreement), relating to the purchase and sale of Model 787 aircraft. This Supplemental Agreement is an amendment to the Purchase Agreement; and
WHEREAS, solely to conform and further amend the Purchase Agreement to reflect Customer and Boeing’s agreement to:
(1)Reflect Boeing and Customer’s agreement to add *** 787-*** Aircraft (these 787-*** Aircraft and the 787-*** Aircraft referred to singly and collectively as the SA-12 Aircraft) to the Purchase Agreement, including the economic terms relating to the SA-12 Aircraft;
(2)Add a supplemental exhibit concerning BFE variables for the SA-12 Aircraft
(3)Revise Aircraft *** rights applicable to the SA-12 Aircraft;
(4)Revise the economic terms relating to the *** 787-*** Aircraft scheduled for delivery in *** (formerly the 787-*** Aircraft);
(5)Expand certain *** to apply to the SA-12 Aircraft;
(6)Modify existing ***provisions as mutually agreed by the parties;
(7)Reflect Boeing and Customer’s agreement to add certain *** Aircraft;
(8)Revise certain *** 787-*** Aircraft and 787-*** Aircraft;
(9)Provide a new Boeing commitment for ***of Customer’s purchase of the SA-12 Aircraft;
(10)Provide additional *** for the SA-12 Aircraft;
(11)Provide certain *** in respect of Customer’s ***;
(12)Provide additional *** regarding ***; and
UAL-PA-04815    SA-12    Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY
Agreement No. 04815
787-*** Aircraft Delivery, Description, Price and ***
(787-***)
(13)Provide Customer with *** needed to define a new *** applicable to its SA-12 Aircraft.
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:
1.Table of Contents.
The “Table of Contents” is deleted in its entirety and replaced with the attached “Table of Contents” (identified by “SA-12”).
2.Tables.
Table 1 is deleted in its entirety and replaced with the attached Table 1 entitled “787-*** Aircraft Delivery, Description, Price and ***” (identified by “SA-12”) to add all the SA-12 Aircraft to the Purchase Agreement.
3.Supplemental Exhibit.
Supplemental Exhibit BFE1 is deleted in its entirety and replaced with the attached Supplemental Exhibit BFE1 entitled “BFE Variables 787-*** Aircraft” (identified by “SA-12”) to provide BFE on dock dates for the SA-12 Aircraft.
4.Letter Agreement.
4.a.Letter Agreement No. UAL-PA-04815-LA-1802885 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04815-LA-1802885R1 entitled “Aircraft Model ***” (identified by “SA-12”) to provide the Aircraft model *** rights relating to the SA-12 Aircraft.
4.b.Letter Agreement No. UAL-PA-04815-LA-1802886R3 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04815-LA-1802886R4 entitled “Special Matters” (identified by “SA-12”) to provide the economic terms relating to the SA-12 Aircraft, including application of such economic terms to the *** 787-*** Aircraft.
4.c.Letter Agreement No. UAL-PA-04815-LA-1802891R1 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04815-LA-1802891R2 entitled “***” (identified by “SA-12”) to expand its applicability to the SA-12 Aircraft.
4.d.Letter Agreement No. UAL-PA-04815-LA-1802895R4 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04815-LA-1802895R5 entitled “*** Matters” (identified by “SA-12”) to modify existing *** provisions as mutually agreed by the parties.
4.e.Letter Agreement No. UAL-PA-04815-LA-1802897 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04815-LA-1802897R1 entitled “*** Aircraft” (identified by “SA-12”) to add *** Aircraft.
4.f.Letter Agreement No. UAL-PA-04815-LA-2000325 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04815-LA-2000325R1 entitled “*** for 787-*** Aircraft” (identified by “SA-12”) to revise certain *** 787-*** Aircraft.
UAL-PA-04815    SA-12    Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY
Agreement No. 04815
787-*** Aircraft Delivery, Description, Price and ***
(787-***)
4.g.Letter Agreement No. UAL-PA-04815-LA-2000366 is deleted in its entirety and replaced with Letter Agreement No. UAL-PA-04815-LA-2000366R1 entitled “*** for 787-*** Aircraft” (identified by “SA-12”) to revise certain *** 787-*** Aircraft.
4.h.Letter Agreement No. UAL-PA-04815-LA-22006156 entitled “787 ***” (identified by “SA-12”) is added to the Purchase Agreement to reflect the provision of Boeing *** for the SA-12 Aircraft.
4.i.Letter Agreement No. UAL-PA-04815-LA-22006204 entitled “787 *** ***” (identified by “SA-12”) is added to the Purchase Agreement to reflect the provision of certain *** rights for certain of the SA-12 Aircraft.
4.j.Letter Agreement No. UAL-PA-04815-LA-22006226 entitled “*** Matters” (identified by “SA-12”) is added to the Purchase Agreement to reflect the provision of certain *** of the ***.
4.k.Letter Agreement No. UAL-PA-04815-LA-22006285 entitled “***” (identified by “SA-12”) is added to the Purchase Agreement to provide Customer with additional flexibility regarding engine selection.
4.l.Letter Agreement No. UAL-PA-04815-LA-22006311 entitled “787 Open Matters” (identified by “SA-12”) is added to the Purchase Agreement to provide Customer with *** needed to *** configuration applicable to its SA-12 Aircraft.
5.Miscellaneous.
Boeing and Customer agree that *** under this SA-12 and shall be *** after executing this SA-12.The Purchase Agreement will be deemed supplemented to the extent provided herein as of the date hereof and as so supplemented will continue in full force and effect.
The rest of the page is intentionally blank. Signature page follows.

UAL-PA-04815    SA-12    Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY
Agreement No. 04815
787-*** Aircraft Delivery, Description, Price and ***
(787-***)
EXECUTED IN DUPLICATE as of the day and year first written above.




THE BOEING COMPANYUNITED AIRLINES, INC.
/s/ Irma L. Krueger/s/ Gerald Laderman
SignatureSignature
Irma. L. Krueger
Gerald Laderman
Printed NamePrinted Name


Attorney-in-Fact

Executive Vice President and
Chief Financial Officer
TitleTitle

UAL-PA-04815    SA-12    Page 4
BOEING / UNITED AIRLINES, INC. PROPRIETARY

TABLE OF CONTENTS

ARTICLES
SA NUMBER
Article 1.Quantity, Model and Description
Article 2.Delivery Schedule
Article 3.Price
Article 4.Payment
Article 5.Additional Terms
TABLE
1.
787-*** Aircraft Delivery, Description, Price and ***
SA-6
1.
787-*** Aircraft Delivery, Description, Price and ***
(*** 787-*** Aircraft)
SA-12
1.
787-*** Aircraft Delivery, Description, Price and ***
SA-8
EXHIBITS
A
787-*** Aircraft Configuration
SA-6
A1
787-*** Aircraft Configuration (Updated)
SA-10
A2
787-*** Aircraft Configuration
B.
Aircraft Delivery Requirements and Responsibilities
SUPPLEMENTAL EXHIBITS
AE1.
*** Features for the 787 Aircraft
BFE1.
BFE Variables 787-*** Aircraft
SA-12
BFE1.
BFE Variables 787-*** Aircraft
SA-6
CS1.
Customer Support Document
SA-10
EE1.
Engine ***, Engine Warranty and ***
SLP1.
Service Life Policy Components
TABLE OF CONTENTS, CONTINUED
UAL-PA-04815    Table of Contents, Page 1 of 4     SA-12
BOEING / UNITED AIRLINES, INC. PROPRIETARY
Agreement No. 04815
787-*** Aircraft Delivery, Description, Price and ***
(787-***)

LETTER AGREEMENTS
SA NUMBER
LA-1802882
Special Matters Relating to COTS Software and End User License Agreements
LA-1802883
Installation of Cabin Systems Equipment
LA-1802884
Model 787 Post-Delivery Software & Data Loading
LA-1802885R1
Aircraft Model ***
SA-12
Attachment A, 787-*** with ***
SA-12
Attachment B, 787-***
SA-12
Attachment C, 787-*** Airframe *** Aircraft with ***
SA-12
LA-1802886R4Special MattersSA-12
LA-1802887***
LA-1802888
*** for 787-*** Aircraft
LA-1802889Demonstration Flight Waiver
LA-1802890Privileged and Confidential Matters
LA-1802891R2***SA-12
LA-1802892787 Special Terms – Seats
LA-1802893AGTA Matters
LA-1802894Assignment Matters
LA-1802895R5
*** Matters
SA-12
LA-1802896Model 787 e- Enabling
TABLE OF CONTENTS, CONTINUED

LETTER AGREEMENTS
SA NUMBER
LA-1802897R1
*** Aircraft
SA-12
Attachment A-1: 787-*** with ***
SA-12
Attachment A-2: –Additional *** Aircraft *** 787-***: Deleted
SA-12
UAL-PA-04815    Table of Contents, Page 2 of 4     SA-12
BOEING / UNITED AIRLINES, INC. PROPRIETARY
Agreement No. 04815
787-*** Aircraft Delivery, Description, Price and ***
(787-***)
LA-1907123
Other Special Matters
SA-5
LA-2000321
*** Rights for Certain 787 Aircraft
SA-6
LA-2000325R1
*** for 787-*** Aircraft
SA-12
LA-2000327
*** for 787-*** Aircraft
SA-6
LA-2000328
787-***
SA-6
LA-2000341
CS1 Special Matters
SA-6
LA-2000366R1
*** for 787-*** Aircraft
SA-12
LA-2001835R1
Certain Special Matters
SA-8
LA-22004030R1
*** Rights for *** 787-*** Aircraft
SA-11
LA-22006156
787 ***
SA-12
LA-22006204
787 Delivery *** Matters
SA-12
LA-22006226
Training Support
SA-12
LA-22006285
***
SA-12
LA-22006311
787 Open Matters
SA-12

UAL-PA-04815    Table of Contents, Page 3 of 4     SA-12
BOEING / UNITED AIRLINES, INC. PROPRIETARY
Agreement No. 04815
787-*** Aircraft Delivery, Description, Price and ***
(787-***)
SUPPLEMENTAL AGREEMENTSDATED AS OF
Supplemental Agreement No. 1 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . September 25, 2018
Supplemental Agreement No. 2 . . . . . . . . . . . .. . . . . . . . . . . . . . . . November 1, 2018
Supplemental Agreement No. 3 . . . . . . . . . . . .. . . . . . . . . . . . . . . . December 12, 2018
Supplemental Agreement No. 4 . . . . . . . . . . . .. . . . . . . . . . . . . . . . April 26, 2019
Supplemental Agreement No. 5. . . . . . . . . . . .. . . . . . . . . . . . . . . . October 31, 2019
Supplemental Agreement No. 6. . . . . . . . . . . .. . . . . . . . . . . . . . . . February 7, 2020
Supplemental Agreement No. 7. . . . . . . . . . . .. . . . . . . . . . . . . . . . March 20, 2020
Supplemental Agreement No. 8 . . . . . . . . . . .. . . . . . . . . . . . . . . . June 30, 2020
Supplemental Agreement No. 9 . . . . . . . . . . .. . . . . . . . . . . . . . . . February 26, 2021
Supplemental Agreement No. 10 . . . . . . . . . . .. . . . . . . . . . . . . . . August 25, 2022
Supplemental Agreement No. 11 . . . . . . . . . . .. . . . . . . . . . . . . . . September 27, 2022
UAL-PA-04815    Table of Contents, Page 4 of 4     SA-12
BOEING / UNITED AIRLINES, INC. PROPRIETARY
Agreement No. 04815
787-*** Aircraft Delivery, Description, Price and ***
(787-***)
Supplemental Agreement No. 12 . . . . . . . . . . .. . . . . . . . . . . . . . . December 12, 2022
    
UAL-PA-04815    Table of Contents, Page 5 of 4     SA-12
BOEING / UNITED AIRLINES, INC. PROPRIETARY
Table 1 to Purchase Agreement No. 04815
787-*** Aircraft Delivery, Description, Price and ***
(787-***)
Airframe Model/MTOW:787-****** pounds1Detail Specification:******
Engine Model/Thrust:****** pounds2Airframe Price Base Year/*** Formula:******
Airframe Price:***Engine Price Base Year/*** Formula:******
*** Features:***3
Sub-Total of Airframe and Features:***Airframe *** Data:
Engine Price (Per Aircraft):***2Base Year Index (ECI):***
Aircraft Basic Price (Excluding BFE/SPE):***Base Year Index (CPI):***
Buyer Furnished Equipment (BFE) Estimate:***Engine *** Data:
Seller Purchased Equipment (SPE)***3Base Year Index (ECI):***
Deposit per Aircraft:***4Base Year Index (CPI):***
# of AircraftDelivery DateNumber of Aircraft*** Factor (Airframe)*** Factor (Engine)*** ForecastManufacturer Serial Number++*** Estimate *** Base Price
Per A/P		*** Per Aircraft (Amts. Due/*** Prior to Delivery):
************
************
************************************
Total:***
1 Purchased MTOW is *** lbs.
2 ***
3 ***
4 ***
++ Manufacturer Serial Numbers ***
UAL-PA-04815
APR 119891 (1-10), APR 120345 (11-100)		Boeing Proprietary787-*** Table 1: SA-12, Page 1

BUYER FURNISHED EQUIPMENT VARIABLES

between

THE BOEING COMPANY

and

UNITED AIRLINES, INC.

Supplemental Exhibit BFE1
to Purchase Agreement Number 04815


UAL-PA-04815-BFE1 787-***    SA-10, Page 1
BOEING PROPRIETARY
Table 1 to Purchase Agreement No. 04815
787-*** Aircraft Delivery, Description, Price and ***
(787-***)


BUYER FURNISHED EQUIPMENT VARIABLES

relating to

BOEING MODEL 787-*** AIRCRAFT

This Supplemental Exhibit BFE1 contains supplier selection dates, on-dock dates and other requirements applicable to the Aircraft.
1.Supplier Selection.
Customer will select and notify Boeing of the suppliers and part numbers of the following BFE items:
******

Customer *** Boeing to complete all necessary actions including, but not limited to, the Initial Technical Coordination Meeting (ITCM).
2.On-dock Dates and Other Information.
Boeing will provide to Customer the BFE requirements, electronically in My Boeing Fleet (MBF) through My Boeing Configuration (MBC) or by other means, setting forth *** relating to the in-sequence installation of BFE. These requirements may be periodically revised by Boeing. Customer’s and Boeing’s *** and *** set forth in Exhibit A to the AGTA apply to the BFE requirements in this Supplemental Exhibit BFE1. For planning purposes, the *** Aircraft’s *** BFE *** and the ***on-dock dates for all BFE items are provided below. Such dates are subject to change based on the dates negotiated and agreed to at the ITCM.
The below “Completion Date” represents the *** of the *** by when the specific milestone must be completed to support the BFE *** program.
Customer’s *** Aircraft: BFE *** Class *** and *** Milestones (*** Aircraft Delivery Only)
MilestoneCompletion DateComments
******



*** On-Dock for All BFE Items
(Note: All requirements are set forth below. If a month is listed, then the due date is the *** of the ***. If no date is listed, then there is no requirement.)
******
* ***
UAL-PA-04815-BFE1 787-***    SA-10, Page 2
BOEING PROPRIETARY
Table 1 to Purchase Agreement No. 04815
787-*** Aircraft Delivery, Description, Price and ***
(787-***)

3.Additional Delivery Requirements - Import.
Customer will be the importer of record (as defined by U.S. Customs and Border Protection) for all BFE imported into the United States, and as such, it has the responsibility to ensure all of Customer’s BFE shipments comply with U.S. Customs Service regulations.
UAL-PA-04815-BFE1 787-***    SA-10, Page 3
BOEING PROPRIETARY
Attachment A to Aircraft Model *** Letter UAL-PA-04815-LA-1802885
(787-***)
Airframe Model/MTOW:787-****** pounds1Configuration Specification:******
Engine Model/Thrust:****** pounds2Airframe Price Base Year/*** Formula:******
Airframe Price:***Engine Price Base Year/*** Formula:******
*** Features:***3
Sub-Total of Airframe and Features:***Airframe *** Data:
Engine Price (Per Aircraft):***2Base Year Index (ECI):***
Aircraft Basic Price (Excluding BFE/SPE):***Base Year Index (CPI):***
Buyer Furnished Equipment (BFE) Estimate:***Engine *** Data:
In-Flight Entertainment (IFE) Estimate:***3Base Year Index (ECI):***
LIFT Seats Provided by Boeing (Estimate):***Base Year Index (CPI):***
1 ***
2 ***
3 ***
UAL-PA-04815 120344-1F.txtBoeing ProprietaryPage 1
Attachment B to Aircraft *** Letter UAL-PA-04815-LA-1802885
(787-***)
Airframe Model/MTOW:787-****** pounds1Detail Specification:******
Engine Model/Thrust:****** pounds2Airframe Price Base Year/*** Formula:******
Airframe Price:***Engine Price Base Year/*** Formula:******
*** Features:***3
Sub-Total of Airframe and Features:***2Airframe *** Data:
Engine Price (Per Aircraft):***Base Year Index (ECI):***
Aircraft Basic Price (Excluding BFE/SPE):***Base Year Index (CPI):***
Buyer Furnished Equipment (BFE) Estimate:***3Engine *** Data:
In-Flight Entertainment (IFE) Estimate:***3Base Year Index (ECI):***
Base Year Index (CPI):***
1 ***
2 ***
3 ***
UAL-PA-04815 120326-1F.txtBoeing ProprietaryPage 1
Attachment C to Aircraft *** Letter UAL-PA-04815-LA-1802885R1
(787-***)
Airframe Model/MTOW:787-****** pounds1Configuration Specification:******
Engine Model/Thrust:****** pounds2Airframe Price Base Year/*** Formula:******
Airframe Price:***Engine Price Base Year/*** Formula:******
*** Features:***3
Sub-Total of Airframe and Features:***Airframe *** Data:
Engine Price (Per Aircraft):***2Base Year Index (ECI):***
Aircraft Basic Price (Excluding BFE/SPE):***Base Year Index (CPI):***
Buyer Furnished Equipment (BFE) Estimate:***Engine *** Data:
In-Flight Entertainment (IFE) Estimate:***3Base Year Index (ECI):***
Base Year Index (CPI):***
1 ***
2 ***
3 ***
UAL-PA-04815 120345-1F.txtBoeing Proprietary
SA-12 Page 1

    The Boeing Company
    P.O. Box 3707
    Seattle, WA 98124 2207

UAL-PA-04815-LA-1802886R4
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    Special Matters
Reference:    Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement. This Letter Agreement replaces and supersedes Letter Agreement UAL-PA-04815-LA-1802886R3, dated August 25, 2022, in its entirety.
1.***
1.a.787-***.
In consideration of Customer's purchase of 787-8 Aircraft, Boeing *** at the time of delivery of each 787-*** Aircraft and 787-*** Aircraft, *** to Customer ***. The *** is subject to the *** as *** at the time of delivery. *** may *** to *** at the time of delivery for such Aircraft, or for the *** of Boeing *** and ***, but *** on Aircraft.
1.b.787-***.
In consideration of Customer's purchase of 787-*** Aircraft, Boeing *** at the time of delivery of each 787-*** Aircraft and 787-*** Aircraft, *** to Customer ***. The *** is subject to the *** as *** at the time of delivery. *** may *** to *** at the time of delivery for such Aircraft, or for the *** of Boeing *** and ***, but *** on Aircraft.
UAL-PA-04815-LA-1802886R4    SA-12
Special Matters    Page 1 of 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_7.jpg


1.c.787-***.
In consideration of Customer's purchase of 787-*** Aircraft, Boeing *** at the time of delivery of each 787-*** Aircraft and 787-*** Aircraft, *** to Customer ***. The *** is subject to the *** as *** at the time of delivery. *** may *** to *** at the time of delivery for such Aircraft, or for the *** of Boeing *** and ***, but *** on Aircraft.
1.d.***.
Boeing *** to Customer a ***.
2.***
3.***
4.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04815-LA-1802894 entitled “Assignment Matters”, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
5.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890 entitled “Privileged and Confidential Matters”.
Very truly yours,

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact

UAL-PA-04815-LA-1802886R4    SA-12
Special Matters    Page 2
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_7.jpg


ACCEPTED AND AGREED TO this
Date:December 12, 2022
UNITED AIRLINES, INC.
By/s/ Gerald Laderman
Its
Executive Vice President and Chief Financial Officer


UAL-PA-04815-LA-1802886R4    SA-12
Special Matters    Page 3
BOEING/UNITED AIRLINES, INC. PROPRIETARY
    The Boeing Company
    P.O. Box 3707
    Seattle, WA 98124 2207

UAL-PA-04815-LA-1802891R2
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    ***
Reference:    Purchase Agreement 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. This Letter Agreement supersedes and replaces in its entirety Letter Agreement UAL-PA-04815-LA-1802891R1 dated August 25, 2022.
1.Definitions.
*** Notice means the written communication provided by Boeing to Customer in accordance with the requirements of Article 4.1, below.
Program Aircraft means each Aircraft under the Purchase Agreement.
2.Applicability.
Notwithstanding any other provision of the Purchase Agreement to the contrary, the parties agree that the *** for each Program Aircraft shall be determined in accordance with this Letter Agreement.
3.*** Forecast.
Boeing will release an *** forecast in *** of each year based on Boeing’s then current standard ***. Only one *** forecast shall be used to conduct the *** analysis performed in accordance with Article 4.1, below, for a given Program Aircraft. The *** forecast applicable to a given Program Aircraft is set forth in Attachment A.
4.***
4.a***
4.1.i***
4.1.ii***
4.1.iii***
4.1.ivIn the event that Boeing *** either the *** Notice as detailed in Article 4.1.2 or Article 4.1.3 and Customer ***, then Customer *** the Purchase Agreement with respect to such affected Program Aircraft.
UAL-PA-04815-LA-1802891R2        SA-12
***            Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_7.jpg

4.bIf Boeing provides Customer the *** described in Article 4.1.2 or Article 4.1.3 above, then Customer shall notify Boeing *** contained in Articles 4.1.2, 4.1.3, or 4.1.4 above within *** of its receipt of the *** Notice from Boeing. In the event Customer *** in accordance with Article 4.1.4 above, then Boeing *** to Customer, *** for the *** Program Aircraft.
i.Within *** of Boeing’s receipt of *** notice for any such *** Program Aircraft under Article 4.2 above, Boeing *** by written notice to Customer to *** related to such *** Program Aircraft ***, by Customer.
ii.Should Customer *** any notice to Boeing in accordance with Article 4.2 above, then the *** for such Program Aircraft shall be *** in accordance with Article 4.1.2.
4.cIn the event that the *** of a Program Aircraft that is subject to either Article 4.1.1, Article 4.1.2 or Article 4.1.3 above, *** applicable to such Program Aircraft will be determined pursuant to Article 5 below.
5.***
6.***
7.***
***, identified in the Purchase Agreement as subject to *** pursuant to Supplemental Exhibit AE1, and which pertains to the Program Aircraft shall be ***.
8.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04815-LA-1802894 entitled “Assignment Matters”, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
9.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890 entitled “Privileged and Confidential Matters”.
Very truly yours,

THE BOEING COMPANY
By/s/ Irma L. Krueger
ItsAttorney-in-Fact
UAL-PA-04815-LA-1802891R2        SA-12
***            Page 2
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_7.jpg



UAL-PA-04815-LA-1802891R2        SA-12
***            Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_7.jpg


UAL-PA-04815-LA-1802891R2        SA-12
***            Page 4
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_7.jpg



ACCEPTED AND AGREED TO this
Date:
December 12, 2022
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Executive Vice President and Chief Financial Officer

UAL-PA-04815-LA-1802891R2        SA-12
***            Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY


Attachment A
*** & *** Notice Date

***Applicable to Program Aircraft Delivering in Time Period
*** Notice Date
*********
Attachment A to UAL-PA-04815-LA-1802891R2    SA-12
***            Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image_7.jpg

ATTACHMENT B
***
************
************

Attachment B to UAL-PA-04815-LA-1802891R2    SA-12
***            Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY
image2.jpg
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207

    


UAL-PA-04815-LA-1802895R5
United Airlines, Inc.    
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    *** Matters for Certain 787 Aircraft
References:    1)    Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft); and
2)    Aircraft General Terms Agreement dated as of October 10, 1997 between the parties, identified as AGTA-CAL (AGTA)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. The Purchase Agreement incorporates the terms and conditions of the AGTA. This Letter Agreement modifies certain terms and conditions of the AGTA with respect to the Aircraft. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement or the AGTA, as the context requires. This Letter Agreement supersedes and replaces in its entirety Letter Agreement UAL-PA-04815-LA-1802895R4 dated August 25, 2022.
1.***
2.***
2.a***
2.b***
2.cBoeing Invoice. Boeing shall submit to Customer, not less than *** prior to the end of each quarter, an invoice for *** during each such quarter. Customer's payment is due and payable to Boeing on the *** day of the following month. Boeing's invoice will show ***for each Aircraft ***The invoice will also include *** with respect to other aircraft in other purchase agreements between Customer and Boeing.
2.d***
2.e***
3.***
4.***
5.***
6.***
7.*** Rights.
UAL-PA-04815-LA-1802895R5    SA-12
*** Matters for Certain 787 Aircraft    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_7.jpg

ATTACHMENT B, continued
Escalation Factors - July 2006 Base Year
a.Customer agrees that ***.
b.In the event Boeing *** to Boeing pursuant to Section 7.1, absent instruction from Boeing to the contrary, Boeing shall provide Customer *** and Customer shall, *** under the Purchase Agreement as amended by this Letter Agreement. Customer will ***. Boeing will provide Customer *** so that Customer can *** under this Section 7.2.
c.For all purposes of this paragraph 3, including without limitation, notice, *** or any other application, ***. Boeing expressly reserves all of its rights and remedies under any agreement and applicable law.
8.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04815-LA-1802894 entitled “Assignment Matters”, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
9.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890 entitled “Privileged and Confidential Matters.”
If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below.

Very truly yours,
THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact

UAL-PA-04815-LA-1802895R5    SA-12
*** Matters for Certain 787 Aircraft     Page 2
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_7.jpg

ATTACHMENT B, continued
Escalation Factors - July 2006 Base Year
ACCEPTED AND AGREED TO this
Date:December 12, 2022
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Executive Vice President and Chief Financial Officer


UAL-PA-04815-LA-1802895R5    SA-12
*** Matters for Certain 787 Aircraft     Page 3
BOEING/UNITED AIRLINES, INC. PROPRIETARY


image_7.jpg


UAL-PA-04815-LA-1802897R1
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    *** Aircraft
Reference:    Purchase Agreement 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. This Letter Agreement supersedes and replaces in its entirety Letter Agreement UAL-PA-04815-LA-1802897 dated May 31, 2018.
Boeing agrees to manufacture and sell to Customer additional Boeing model 787-*** aircraft (*** Aircraft). The model, delivery *** per aircraft and *** schedule are listed in Attachment A-1 and the delivery *** and ***information data for certain of the *** Aircraft are provided in Attachment A-2 for the *** Aircraft.
1.Aircraft Description and Changes.
1.aAircraft Description: The *** Aircraft are described by the Detail Specification listed in Attachment A-1, and are subject to the items in section 1.2 below.
1.bChanges: The Detail Specification will be revised to include:
(1)Changes applicable to the *** Model 787 aircraft which are developed by Boeing between the date of the Detail Specification and the signing of the definitive agreement to purchase the *** Aircraft;
(2)Changes required to obtain required regulatory certificates; and
(3)Changes mutually agreed upon.
P.A. No. 04815        SA-12
UAL-PA-04815-LA-1802897R1, *** Aircraft    Page 1
BOEING PROPRIETARY
image_7.jpg

ATTACHMENT B, continued
Escalation Factors - July 2006 Base Year
2.Price.
2.a.The *** of the *** Aircraft are listed in Attachment A-1 to this Letter Agreement.
2.b.***
2.2.i.***. The *** that will be identified in the definitive agreement for the *** Aircraft will equal (i) the *** as of the date of execution of the Purchase Agreement for the ***, and (ii) for any changes incorporated between the date of execution of the Purchase Agreement for the *** and the date of execution of the definitive agreement for the *** Aircraft, the *** associated with such changes will be those first published by Boeing ***.  For the avoidance of doubt, *** that are not published by Boeing as of the date of execution of the Purchase Agreement for the *** will be *** to the same *** as the *** for the *** in accordance with *** Boeing uses ***.  The *** for the *** Aircraft will *** in accordance with Supplemental Exhibit AE1.  Boeing represents that the *** provided in this Article 2.2 are consistent with the terms of Letter Agreement 6-1162-KKT-080R2, including as may subsequently be amended.
2.2.ii.***. The *** for each *** Aircraft will be *** on the same basis as the Aircraft, and will *** for *** in accordance with the terms set forth in Article 2.1.5 of the AGTA.
2.2.iii.***. The ***, listed in Exhibit Supplement EE1 to the Purchase Agreement, have been *** to the months of scheduled delivery using *** listed in the Attachment A-1 to this Letter Agreement. The *** will be *** by the *** prior to the signing of a definitive agreement for the *** Aircraft.
2.2.iv.***. The *** of the *** Aircraft will *** to the *** as of the date of execution of the definitive agreement for the *** Aircraft unless the *** agrees to the ***.
3.Payment.
3.aCustomer will pay a *** to Boeing in the amount shown in Attachment A-1 for each *** Aircraft (***), on the date of this Letter Agreement. If Customer *** an ***, the *** will be *** against the ***. If Customer does not *** an ***, Boeing will retain the *** for that *** Aircraft and apply it, ***, then the *** may be applied to *** for Boeing *** and ***.
3.bIf Customer *** its *** to acquire an *** Aircraft, *** in the amounts and at the times listed in Attachment A-1 will be *** for that *** Aircraft. The *** of the Aircraft Price for that *** Aircraft will be paid ***.
4.***
4.a.Customer may *** by giving written notice to Boeing no later than:
4.1.i.*** Aircraft.
P.A. No. 04815        SA-12
UAL-PA-04815-LA-1802897R1, *** Aircraft    Page 2
BOEING PROPRIETARY
image_7.jpg

ATTACHMENT B, continued
Escalation Factors - July 2006 Base Year
4.1.1.1.For *** Aircraft that *** Aircraft: *** prior to the first business day of the applicable delivery month listed in Attachment A-1.
4.1.1.2.For *** Aircraft that are listed in Attachment A-2: *** prior to the first business day of the applicable delivery month listed in Attachment A-1.
4.1.ii.*** Aircraft with ***:
At the date of this Letter Agreement, there are *** Aircraft with *** dates aligned to *** Aircraft shown in Attachment A-2. *** of these *** Aircraft shall be on the basis of the sequence described below:
(a)If any *** Aircraft specified in column A of Attachment A-2 is ***, then the *** for the *** Aircraft specified in column C of Attachment A-2 is provided in column D of Attachment A-2.
(b)If the *** Aircraft specified in Column C of Attachment A-2 is *** to create an Aircraft under the Purchase Agreement, then the *** for the *** Aircraft specified in Column E is as specified in Column F. Alternatively, if the *** Aircraft described in Section 0(i) above is *** by the ***, then the *** Aircraft specified in column E *** and the terms of Section 3.1 shall apply to the ***.
(c)If an *** Aircraft shown in column A of Attachment A-2 is ***, then *** Aircraft in the same row as the *** Aircraft that was *** by the *** in column C and column E and the of Attachment A-2 shall *** and the terms of Section 3.1 shall apply to the ***.
4.b.For the avoidance of doubt, any *** Aircraft for which Customer has *** its rights shall be considered an “Aircraft” for purposes of the Purchase Agreement.
4.c.Customer’s Model 787-*** aircraft in Attachment A-1 are scheduled by ***. Upon *** of an *** Aircraft, Boeing has the *** the scheduled delivery by *** or *** from the month in Attachment A-1 with written notice to Customer no less than either (i) *** if an *** Aircraft not specified in Attachment A-2; or (ii) *** if an *** Aircraft specified in Attachment A-2; as applicable prior to the scheduled delivery month; provided, that Boeing will endeavor to *** whose scheduled delivery months are *** whose scheduled delivery months are ***. Any *** will *** Aircraft delivery schedule and all other applicable terms and conditions will be *** accordingly. Such delivery *** will not be considered either an *** or ***, and all applicable terms and conditions set forth in the Purchase Agreement, e.g., *** and *** and ***) shall be aligned to such ***delivery month.
5.Contract Terms.
Boeing and Customer will use their best efforts to reach a definitive agreement for the purchase of an *** Aircraft, including the terms and conditions contained in this Letter
P.A. No. 04815        SA-12
UAL-PA-04815-LA-1802897R1, *** Aircraft    Page 3
BOEING PROPRIETARY
image_7.jpg

ATTACHMENT B, continued
Escalation Factors - July 2006 Base Year
Agreement, in the Purchase Agreement, and other terms and conditions as may be agreed upon to add the *** Aircraft to the Purchase Agreement as an Aircraft. If the parties have not entered into a definitive agreement within *** following ***, either party *** the purchase of *** Aircraft by giving written notice to the other within ***. If Customer and Boeing *** into such definitive agreement, Boeing will (i) *** the *** for that *** Aircraft; (ii) apply *** by Customer on any Boeing aircraft as ***; and (iii) have no further obligation with respect to *** Aircraft.

6.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04815-LA-1802894, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or in part.

7.Confidential Treatment.
    Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890.

Attachment A-1: 787-***: *** Aircraft Delivery, Description, Price and ***
Attachment A-2: *** data for certain *** Aircraft

Very truly yours,



P.A. No. 04815        SA-12
UAL-PA-04815-LA-1802897R1, *** Aircraft    Page 4
BOEING PROPRIETARY
image_7.jpg

ATTACHMENT B, continued
Escalation Factors - July 2006 Base Year
ACCEPTED AND AGREED TO this
Date:
December 12, 2022
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:Executive Vice President and Chief Financial Officer





P.A. No. 04815        SA-12
UAL-PA-04815-LA-1802897R1, *** Aircraft    Page 5
BOEING PROPRIETARY
image_7.jpg

ATTACHMENT B, continued
Escalation Factors - July 2006 Base Year

P.A. No. 04815        SA-12
UAL-PA-04815-LA-1802897R1, *** Aircraft    Page 6
BOEING PROPRIETARY
Attachment A-1 to Letter Agreement 04815-LA-1802897R1 Entitled "*** Aircraft"
787-*** Aircraft Delivery, Description, Price and ***
(787-***)
See separate Excel file
P.A. No. 04815        SA-12
UAL-PA-04815-LA-1802897R1, Attachment A-1        Page 1
BOEING PROPRIETARY
Attachment A-2: *** Aircraft *** Data

P.A. No. 04815        SA-12
Attachment A-2 to UAL-PA-04815-LA-1802897R1, *** Aircraft    Page 1
BOEING PROPRIETARY

Column [A]
***Aircraft Delivery***
Column [B]
***
Column [C]
***Aircraft Delivery ***
Column [D]
***
Column [E]
***Aircraft Delivery***
Column [F]
***
*********************


Attachment A-1 to Letter Agreement 04815-LA-1802897R1 Entitled "*** Aircraft"
787-*** Aircraft Delivery, Description, Price and ***
(787-***)
Airframe Model/MTOW:787-****** pounds1Detail Specification:******
Engine Model/Thrust:****** pounds2Airframe Price Base Year/*** Formula:******
Airframe Price:***Engine Price Base Year/*** Formula:******
*** Features:***3
Sub-Total of Airframe and Features:***Airframe *** Data:
Engine Price (Per Aircraft):***2Base Year Index (ECI):***
Aircraft Basic Price (Excluding BFE/SPE):***Base Year Index (CPI):***
Buyer Furnished Equipment (BFE) Estimate:***Engine *** Data:
In-Flight Entertainment (IFE) Estimate:***3Base Year Index (ECI):***
Deposit per Aircraft:***+Base Year Index (CPI):***
*** Per Aircraft (Amts. Due/*** Prior to Delivery):
# of AircraftDelivery DateNumber of Aircraft*** Factor (Airframe)*** Factor (Engine)*** Forecast********* Estimate *** Base Price
Per A/P		************
************
***************************************
Total:***
1 ***
2 ***
3 ***
***
***
+ ***
UAL-PA-04815-120345-1F.txtBoeing Proprietary
SA-12
Att A to LA-1802897R1 for 787-*** Aircraft, Page 1
    The Boeing Company
    P.O. Box 3707
    Seattle, WA 98124 2207
UAL-PA-0481504815-LA-2000325R1
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    *** for 787-*** Aircraft
Reference:    Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used and not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. This Letter Agreement supersedes and replaces in its entirety Letter Agreement UAL-PA-04815-LA-2000325 dated February 7, 2020.
Subject to the terms, provisions, and conditions described herein, ***.
1.Customer's ***.
    Boeing *** to Customer, *** as described in paragraph 3 below, ***. The Effective Date of such *** shall be the date that *** to Customer, unless an alternate date is otherwise mutually agreed. *** not later than *** after receipt of Customer's ***.
2.Certification of Configuration.
    At the time of delivery of each 787-*** Aircraft, or *** after delivery of a 787-*** Aircraft, *** Customer. Such *** shall be ***, identifying the 787-*** Aircraft Manufacturer's Serial Number (MSN), the delivery date and the Effective Date of the ***.
3.***
Customer shall *** in accordance with either the *** set forth below, at Customer's ***.
***

4. ***

5.***
6.***
7.    Confidential Treatment.
Boeing and Customer understand that certain commercial information and financial information are considered by Boeing and Customer as confidential and are subject to the
UAL-PA-04815-LA-2000325R1    SA-12
*** for 787-*** Aircraft    Page

image_7.jpg

terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890 entitled “Privileged and Confidential Matters”.
Very truly yours,

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact
UAL-PA-04815-LA-2000325R1    SA-12
*** for 787-*** Aircraft    Page
BOEING / UNITED AIRLINES, INC. PROPRIETARY

image2.jpg
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207

    


UAL-PA-04815-LA-2000325
P.A. No. 04815        SA 1
Boeing Proprietary
image_7.jpg

ACCEPTED AND AGREED TO this
Date:December 12, 2022
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:Executive Vice President and Chief Financial Officer
UAL-PA-04815-LA-2000325R1    SA-12
*** for 787-*** Aircraft    Page 4
BOEING / UNITED AIRLINES, INC. PROPRIETARY

Attachment A to
Letter Agreement UAL-PA-04815-LA-2000325R1
Date:    ____________________
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Attention:    Technical Department
Reference:    Letter Agreement UAL-PA-04815-LA-2000325R1 to Boeing/UAL Purchase Agreement 04815
***
Very truly yours,
THE BOEING COMPANY
By: __________________
Its: __________________
UAL-PA-04815-LA-2000325R1, Attachment A    SA-12
*** for 787-*** Aircraft    Page 5
BOEING / UNITED AIRLINES, INC. PROPRIETARY
ATTACHMENT B
Letter Agreement UAL-PA-04815-LA-2000325R1

***
UAL-PA-04815-LA-200325R1, Attachment B    SA-12
*** for 787-*** Aircraft    Page of 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
APPENDIX 1
Letter Agreement UAL-PA-04815-LA-2000325R1

***

***************

APPENDIX 1 to UAL-PA-04815-LA-200325R1    SA-12
*** for 787-*** Aircraft    Page 1 of 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY

image2.jpg
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207
UAL-PA-04815-LA-2000366R1
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    *** for 787-*** Aircraft
Reference:    Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used and not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. This Letter Agreement supersedes and replaces in its entirety Letter Agreement UAL-PA-04815-LA-2000366 dated February 7, 2020.
Subject to the terms, provisions, and conditions described herein, ***.
1.Customer's ***.
    Boeing *** to Customer, *** as described in paragraph 3 below, ***. The effective date of such *** shall be the date that *** to Customer, (Effective Date). ***.
2.***
    Attachment A specifies the *** applicable to each 787-*** Aircraft once the *** is issued. At the time of delivery of each 787-*** Aircraft, or *** after delivery of a 787-*** Aircraft, *** Customer. Such *** shall be documented by a certificate, substantially in the form of Attachment D, identifying the 787-*** Aircraft Manufacturer’s Serial Number, the delivery date and the Effective Date of the ***.
3.***
4. ***

5.***
UAL-PA-04815-LA-2000366
P.A. No. 04815        SA 1
Boeing Proprietary

image_7.jpg
6.***
7.    Confidential Treatment.
Boeing and Customer understand that certain commercial information and financial information are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890 entitled “Privileged and Confidential Matters”.
Very truly yours,

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact


UAL-PA-04815-LA-2000366R1    SA-12
*** for 787-*** Aircraft    Page 3
BOEING / UNITED AIRLINES, INC. PROPRIETARY


image_7.jpg

ACCEPTED AND AGREED TO this
Date:December 12, 2022
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:Executive Vice President and Chief Financial Officer
UAL-PA-04815-LA-2000366R1    SA-12
*** for 787-*** Aircraft    Page 4
BOEING / UNITED AIRLINES, INC. PROPRIETARY

Attachment A to
Letter Agreement UAL-PA-04815-LA-2000366R1
***
Pursuant to the provisions of paragraph 2 of this Letter Agreement, and for purposes of Customer’s ***, The Boeing Company *** of the following *** for each of the 787-*** Aircraft as of the
******


UAL-PA-04815-LA-2000366R1, Attachment A    SA-12
*** for 787-*** Aircraft    Page 5
BOEING / UNITED AIRLINES, INC. PROPRIETARY
Attachment A to
Letter Agreement UAL-PA-04815-LA-2000366R1

UAL-PA-04815-LA-2000366R1, Attachment A    SA-12
*** for 787-*** Aircraft    Page 6
BOEING / UNITED AIRLINES, INC. PROPRIETARY
Attachment B to
Letter Agreement UAL-PA-04815-LA-2000366R1
***
UAL-PA-04815-LA-2000366R1, Attachment B    SA-12
*** for 787-*** Aircraft    Page 7
BOEING / UNITED AIRLINES, INC. PROPRIETARY
Attachment C to
Letter Agreement UAL-PA-04815-LA-2000366R1

Attachment C
787-*** Aircraft Eligible for ***
The following *** 787-*** aircraft are eligible for *** specified in this Letter Agreement in accordance with the terms set forth therein:
******
*********

UAL-PA-04815-LA-2000366R1, Attachment C    SA-12
*** for 787-*** Aircraft    Page 1
BOEING / UNITED AIRLINES, INC. PROPRIETARY

Attachment D to
Letter Agreement UAL-PA-04815-LA-2000366R1

Date:    ____________________
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Attention:    Technical Department
Reference:    Letter Agreement UAL-PA-04815-LA-2000366R1 to Boeing/UAL Purchase Agreement 04815
***
Very truly yours,
THE BOEING COMPANY
By: __________________
Its: __________________
Attachment D to UAL-PA-04815-LA-2000366R1    SA-12
Special Matters    Page 1 of 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
APPENDIX 1
Letter Agreement UAL-PA-04815-LA-2000366R1

***

***************

APPENDIX 1 to UAL-PA-04815-LA-2000366R1    SA-12
Special Matters    Page 1 of 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY

image2.jpg
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207

    


UAL-PA-04815-LA-22006156
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    787 Special ***
Reference:    Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
Boeing and Customer wish to enter into an agreement for *** in support of the Aircraft as more specifically provided below.
1.Definitions.
Performance Period shall mean the period beginning ***, as may be *** pursuant to Section 3 herein.
Performance Sub-Period shall mean each of the *** within the Performance Period. The first Performance Sub-Period will end on ***.
*** shall mean mutually agreed ***.
Qualifying Third Party Fees shall mean fees paid by Customer to third party providers for *** provided to Customer during the Performance Period.
2.Commitment.
In further consideration of Customer’s purchase of the Aircraft, Boeing agrees to provide *** to Customer during the Performance Period in a value not to exceed ***.
3.Methods of Performance.
Boeing provided *** shall be spent on *** selected at *** and shall be made available for *** or as *** for promotional activity selected by Customer. Payment shall be made within *** of presentation of ***. The amount made available in any Performance Sub-Period shall be ***, (Annual *** Fund). *** amounts from each Annual *** Fund in any of the *** Performance Sub-Periods shall ***Performance Sub-Period. Boeing will advise Customer on or about *** of the amount of any *** Commitment Fund. For clarity, Boeing shall have no further obligation to
UAL-PA-04815-LA-22006156    SA-12
787 Special ***    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_02.jpg


Customer for any *** Commitment Fund amount ***. Accordingly, Boeing will advise Customer on or about *** of the amount of any *** Commitment Fund.
4.Availability of Boeing ***.
Following the execution of this Letter Agreement, a Boeing *** representative will meet with Customer’s designated representative to (i) ***.
5.Confidentiality.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890.
6.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04815-LA-1802894, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.


Very truly yours,
THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact


UAL-PA-04815-LA-22006156    SA-12
787 Special ***    Page 2
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_02.jpg


ACCEPTED AND AGREED TO this
Date:December 12, 2022
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Executive Vice President and Chief Financial Officer




UAL-PA-04815-LA-22006156    SA-12
787 Special ***    Page 3
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image2.jpg
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207

    




UAL-PA-04815-LA-22006204
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    787 Delivery *** Matters
Reference:    Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
1.***
Customer has requested, and Boeing has agreed to provide, *** in respect of 787-*** Aircraft specified in Table 1 as of the date of this Letter Agreement delivering after *** and any *** Aircraft resulting from an aircraft *** pursuant to the terms of Letter Agreement No. UAL-PA-04815-LA-1802885R1 of such 787-*** Aircraft, (***Aircraft) (*** Aircraft satisfying the requirements of this Section 1 are referred to herein as *** Aircraft). Boeing will provide *** in respect of *** Aircraft subject to the terms and conditions contained in this Letter Agreement. For clarity, the *** shall not apply to any *** Aircraft.
1.a***
1.bNotice Requirement. Customer may *** by giving written notice to Boeing on or before the date that is *** prior to the *** of the delivery month specified in Table 1 for the applicable *** Aircraft.
1.c***
2.Acceleration Rights.
Customer has requested, and Boeing has agreed to provide, delivery *** in the form of *** in respect of 787-*** Aircraft and any *** Aircraft resulting from an aircraft *** pursuant to the terms of Letter Agreement No. UAL-PA-04815-LA-1802885R1 that are contracted for scheduled delivery after *** Aircraft). Boeing will provide *** in respect of *** Aircraft subject to the terms and conditions contained in this Letter Agreement.
2.a.Each *** (i) is offered to Customer subject to *** Aircraft that is not listed on Attachment A-2 to Letter Agreement UAL-PA-04815-LA-1802897R1 entitled “*** Aircraft” (*** Aircraft) in the desired delivery month; and (ii) will require *** of the *** Aircraft with an *** Aircraft that the parties agree satisfies ***.
UAL-PA-04815-LA-22006204    SA-12
787 Delivery *** Matters    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_02.jpg


2.b.Notice Requirement. Customer shall *** each *** by providing Boeing with advance written notification that is at least *** prior to the delivery month of the desired *** Aircraft.
2.c.***
3.Definitive Agreement.
If Customer agrees with the ***. The Supplemental Agreement will include the provisions of the Purchase Agreement as modified to reflect the provisions of this Letter Agreement. In the event the parties, despite having exercised good faith in reaching a Supplemental Agreement without delay, have not entered into a Supplemental Agreement within ***, either party may ***. If Customer and Boeing ***.
4.BFE / SPE Matters.
Subject to Boeing having ***.
5.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04815-LA-1802894 entitled “Assignment Matters”, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
6.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890 entitled “Privileged and Confidential Matters”.

Very truly yours,
THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact


UAL-PA-04815-LA-22006204    SA-12
787 Delivery *** Matters    Page 2
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_02.jpg


ACCEPTED AND AGREED TO this
Date:December 12, 2022
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Executive Vice President and Chief Financial Officer


UAL-PA-04815-LA-22006204    SA-12
787 Delivery *** Matters    Page 3
BOEING/UNITED AIRLINES, INC. PROPRIETARY



image2.jpg
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207

    




UAL-PA-04815-LA-22006226
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    *** Matters
Reference:    Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement.
1.Background.
On November 2, 2022, Customer announced its launch of Calibrate, an in-house apprenticeship program designed to help grow and diversify its pipeline of aircraft maintenance technicians (AMTs). ***.
2.Calibrate Program ***.
    ***
3.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04815-LA-1802894 entitled “Assignment Matters”, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
UAL-PA-04815-LA-22006226    SA-12
*** Matters    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_7.jpg
4.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890 entitled “Privileged and Confidential Matters”. For clarity, public announcement of Boeing’s participation in the Ventures Investment is subject to Boeing’s consent, including Boeing approval of any related press release.
Very truly yours,

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact

UAL-PA-04815-LA-22006226    SA-12
*** Matters    Page 2
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_7.jpg
ACCEPTED AND AGREED TO this
Date:December 12, 2022
UNITED AIRLINES, INC.
By/s/ Gerald Laderman
Its
Executive Vice President and Chief Financial Officer











UAL-PA-04815-LA-22006226    SA-12
*** Matters    Page 3
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image2.jpg
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207






UAL-PA-04815-LA-22006285

United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    ***
Reference:    Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement.
1.***
Customer is *** as Customer’s 787-*** aircraft ***; provided, however, that Customer has requested, and Boeing has agreed, that Customer may modify *** for a 787-*** Aircraft or any *** Aircraft following the signing date of the Purchase Agreement. Upon ***, if any, the *** shown in Table 1 to the Purchase Agreement, Supplemental Exhibit EE1, and *** will be revised, as applicable, for Customer’s *** in a supplemental agreement (Definitive Agreement). The *** in effect at the time of execution of any such Definitive Agreement will apply to the ***, unless otherwise agreed in accordance with the process described below. Customer has requested, and Boeing has identified, ***.
Customer shall provide a Notice of *** contained in Appendix I of this Letter Agreement for any *** no less than *** prior to the delivery month of an applicable 787-*** Aircraft. After such notification, Boeing and Customer will promptly execute the Definitive Agreement. Customer consents to its *** providing Boeing with information regarding the *** to enable Boeing to support the *** for the Aircraft.
2.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04815-LA-1802894 entitled “Assignment Matters”, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
UAL-PA-04815-LA-22006285    SA-12
***    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_7.jpg
3.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890 entitled “Privileged and Confidential Matters”. For clarity, public announcement of Boeing’s participation in the Ventures Investment is subject to Boeing’s consent, including Boeing approval of any related press release.
Very truly yours,

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact

UAL-PA-04815-LA-22006285    SA-12
***    Page 2
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_7.jpg
ACCEPTED AND AGREED TO this
Date:December 12, 2022
UNITED AIRLINES, INC.
By/s/ Gerald Laderman
Its
Executive Vice President and Chief Financial Officer










UAL-PA-04815-LA-22006285    SA-12
***    Page 3
BOEING/UNITED AIRLINES, INC. PROPRIETARY

APPENDIX I
CUSTOMER NOTICE OF ***


Customer:United Airlines, Inc.
Purchase Agreement:4815
Delivery ***:
Customer has selected the following ***:
image_4b.jpg
***

image_4b.jpg***

***
***
***


Date
UNITED AIRLINES, INC.
Signature
Printed Name
Title
    
UAL-PA-04815-LA-22006285    SA-12
***    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY

Appendix II to *** Letter Agreement UAL-PA-04815-LA-22006285
(787-***)
For illustration purposes only: Boeing makes no representations regarding the accuracy of the information below. Customer is encouraged to directly contact
image_5.jpg***
Appendix II to UAL-PA-04815-LA-22006285    SA-12
***    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
    The Boeing Company
    P.O. Box 3707
    Seattle, WA 98124 2207
UAL-PA-04815-LA-22006311
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    787 Open Matters
Reference:    Purchase Agreement No. 04815 (Purchase Agreement) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
    Boeing and Customer agree to work together as the configuration of Customer’s Boeing Model 787-*** aircraft develops as specified in this Letter Agreement.
1.Aircraft Configuration.
The initial configuration of Customer's Model 787-*** Aircraft has been defined by *** as described in Table 1 and Exhibit A of the Purchase Agreement (Initial Configuration). Final configuration of the 787-*** Aircraft (Final Configuration) will be completed using the *** in accordance with the following schedule:
1.aAt a mutually agreed date ***, Boeing will provide Customer with *** from which Customer shall provide *** that will comprise the Final Configuration.
1.bWithin *** following Final Configuration of the 787-*** Aircraft, Boeing and Customer will execute a written amendment to the Purchase Agreement which will reflect the following:
1.2.iChanges applicable to the 787-*** Aircraft which are developed by Boeing between the *** and *** for Customer’s 787-*** Aircraft configuration;
1.2.iiIncorporation into the applicable Exhibit A of the Purchase Agreement, by written amendment, those *** features which have been agreed to by Customer and Boeing (Customer Configuration Changes);
1.2.2.1Revisions to the applicable Supplemental Exhibit BFE1 to reflect the *** and on-dock dates of BFE;
1.2.2.2Changes to the ***, and *** to adjust for the difference, if any, between the *** in the applicable Table 1 of the Purchase Agreement for *** features reflected in the *** and the *** of the *** features reflected in the Customer Configuration Changes.
2.Other Matters.
2.1    Boeing commits to work with Customer to review *** that Customer may request be *** into the 787-*** Aircraft configuration prior to delivery to Customer. After each such
UAL-PA-04815-LA-22006311    SA-12
787 Open Matters    Page 1
BOEING/ UNITED AIRLINES, INC. PROPRIETARY
image_7.jpg

review, Boeing and Customer shall agree as to the *** which Boeing can make available for the Aircraft using *** and the terms for ***.
    2.2    Boeing and Customer shall meet regularly to determine in good faith mutually acceptable terms and conditions with respect to *** and *** matters, commencing ***.
2.3    Boeing and Customer shall work in good faith to streamline the Letter Agreement No. UAL-PA-04815-LA-1802897R1 titled “*** Aircraft”.
3.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04815-LA-1802894, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
4.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890.

Very truly yours,

UAL-PA-04815-LA-22006311    SA-12
787 Open Matters    Page 2
BOEING/ UNITED AIRLINES, INC. PROPRIETARY
image_7.jpg

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact
ACCEPTED AND AGREED TO this
Date:December 12, 2022
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Executive Vice President Finance and Chief Financial Officer



UAL-PA-04815-LA-22006311    SA-12
787 Open Matters    Page 3
BOEING/ UNITED AIRLINES, INC. PROPRIETARY
 EX-10.105 20 ual_12312210kex10105.htm EX-10.105 Document
Exhibit 10.105

boeing.jpg
The Boeing Company
P.O.Box 3707
Seattle, WA 98124 2207
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
LA-22004762
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    *** for 787 ***
This agreement (Agreement) is between United Airlines, Inc. (Customer) and The Boeing Company (Boeing). Customer and Boeing will hereinafter be referred to individually as a “Party” and collectively as the “Parties”. Capitalized terms used in this Agreement without definitions have the meaning specified to them in the applicable 787 Purchase Agreement #2, as defined herein.
Pursuant to the terms and conditions of Purchase Agreement No. 03860 (787 Purchase Agreement #1) and Purchase Agreement No. 04815 (787 Purchase Agreement #2), collectively the 787 Purchase Agreements, (i) *** Boeing model 787-*** aircraft ***, (ii) *** Boeing model 787-*** aircraft *** (collectively, these 787-*** aircraft are referred to herein as the 787-*** Aircraft), and (iii) *** Boeing model 787-*** aircraft *** (787-*** Aircraft).
Boeing previously advised Customer that delivery of the 787-*** Aircraft and the 787-*** Aircraft *** (collectively, the *** Aircraft), ***. In recognition of Boeing’s and Customer’s long-standing relationship and Customer’s commitment to Boeing products, Boeing *** described herein to address the ***.
1.*** Delivery Schedule for *** Aircraft.
Customer and Boeing agree to *** the delivery *** of each 787-*** Aircraft from their respective *** to the corresponding ***, as set forth in Attachment A to this Agreement.
2.Customer ***.
Boeing *** the *** described in this Agreement to Customer to ***. Boeing *** these *** in *** of Customer’s *** to the Boeing model 787 aircraft including its *** to take delivery of the 787-*** Aircraft, and Customer’s *** with the terms set forth herein.
2.a.***
2.b.***
LA-22004762    Page 1
BOEING PROPRIETARY
image_215.jpg
2.c.***
2.d.***
3.***
4.Assignment. Except as provided in Letter Agreement No. UAL-PA-04815-LA-1802894 entitled “Assignment Matters”, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
5.Sufficient Consideration; ***.
Customer agrees that the considerations contained in this Agreement are Customer's ***. Such *** Customer may have relating to or arising under contract, at law or otherwise, with respect to the *** and will constitute complete, full and final settlement and satisfaction of any and all of Boeing’s obligations and liabilities to Customer with respect to the ***.
6.GOVERNING LAW.
THIS AGREEMENT WILL BE INTERPRETED UNDER AND GOVERNED BY THE LAWS OF THE STATE OF WASHINGTON, U.S.A., EXCEPT THAT THE CONFLICT OF LAWS PROVISIONS UNDER WASHINGTON LAW WILL NOT BE APPLIED FOR THE PURPOSE OF MAKING OTHER LAW APPLICABLE.
7.     Expiration.
If this Agreement is not executed by both Parties on or before December 22, 2022, this offer will expire.
8.    Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in 787 Purchase Agreement #2, Letter Agreement No. UAL-PA-04815-LA-1802890 entitled “Privileged and Confidential Matters.”
Very truly yours,

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact


LA-22004762    Page 2
BOEING PROPRIETARY
image_215.jpg
ACCEPTED AND AGREED TO this
Date:December 12, 2022
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:Executive Vice President and Chief Financial Officer













LA-22004762    Page 3
BOEING PROPRIETARY
image_215.jpg



Attachment A: Scheduled Delivery *** for the 787-*** Aircraft


Aircraft Model
Manufacturer Serial Number#
Effectivity#
Line Number#
*** Delivery ***
***
*********************
#Manufacturer Serial Number, Effectivity and Line Number data ***.
LA-22004762    Page 1
BOEING PROPRIETARY
 EX-10.106 21 ual_12312210kex10106.htm EX-10.106 Document
Exhibit 10.106
imagea.jpg
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.

UAL-LA-22004729
United Airlines, Inc.
233 South Wacker Drive
Chicago, Illinois 60606
Subject:    787 ***
References:    1)    Purchase Agreement No. 03860 (787 Purchase Agreement #1) between The Boeing Company (Boeing) and United Airlines, Inc. (Customer) relating to Model 787 aircraft;
2)    Purchase Agreement No. 04815 (787 Purchase Agreement #2) between Boeing and Customer relating to Model 787 aircraft; and
3)    Purchase Agreement No. 02484 (787 Purchase Agreement #3) between Boeing and Customer relating to Model 787 aircraft (collectively referred to herein as the Purchase Agreements or the Purchase Agreement, as the context requires)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreements. All terms used and not defined in this Letter Agreement have the same meaning as in the applicable Purchase Agreement.
For the purposes of this Letter Agreement, “*** Aircraft” is defined as all Boeing model 787 aircraft that *** with the 787 *** and/or 787 *** as defined in Article 1 below, by Boeing to Customer under the applicable Purchase Agreement as of August 1, 2022. To address Customer’s *** that other *** related to the 787 *** or other *** of the *** Aircraft are *** to Aircraft delivered to Customer under 787 Purchase Agreement #2 as amended after August 1, 2022, Boeing and Customer will work together in good faith *** in a manner *** and *** Customer than in this Letter Agreement.
1.*** for Customer.
1.aBoeing *** the *** described herein to Customer to address Customer’s *** regarding the *** for:
(a)any additional *** on the *** Aircraft and any *** related to the *** Aircraft that follow the multiple *** and *** as detailed in Attachment A to this Letter Agreement (individually “787 ***” and collectively “787 ***”);
(b)any *** of *** Aircraft due to the 787 *** (787 ***); and
(c)any *** of *** Aircraft that *** with the 787 ***, which allows such Boeing model 787 aircraft to *** following issuance of the
UAL-LA-22004729    
787 ***    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY

image_01a.jpg



original ***as detailed in Boeing document D011Z009-03-01, “787 ***” (787 ***).
1.b***
1.cBoeing ***. To address Customer’s *** regarding the *** nature of any *** associated with the 787 ***, if at any given point in time the *** related to the 787 *** resulting in (i) ***, or (ii) requirements for additional *** during the Term (as defined in Article 2 below), then, Customer, acting reasonably, may request Boeing to provide *** (as defined herein). *** Boeing will then provide *** as required, to *** that are ***.
1.d***. To address Customer’s *** regarding the *** of delivered *** Aircraft due to a 787 *** or a 787 ***, Boeing will provide Customer with a *** as set forth in Attachment B to this Letter Agreement (***).
1.e787 ***. To address Customer’s *** regarding the *** the Boeing model 787 aircraft ***, Boeing will provide*** updated technical publications to reflect the *** or *** of the 787 ***. Boeing will note this *** in the *** for each *** Aircraft.
2.Term.
The provisions of this Letter Agreement will apply for a period of *** of each *** Aircraft and (ii) the *** Aircraft is continuously owned or operated by Customer (Term).
3.Further *** for Additional ***.
To address Customer’s *** that other *** related to the 787 *** of the *** Aircraft may be found to apply to the *** Aircraft ***, Boeing and Customer will work together in good faith to *** in a manner *** and *** Customer as provided in this Letter Agreement.
4.Claims.
Any claims relating to the *** described in Article 1 above, must reference this Letter Agreement and be submitted to Boeing Contracts - ***.
5.***
6.***
The parties agree that it is not the intent to provide *** hereunder that *** to be provided in any other agreement between Boeing and Customer.
UAL-LA-22004729    
787 ***    Page 2
BOEING/UNITED AIRLINES, INC. PROPRIETARY

image_01a.jpg



7.Assignment.
Except as provided in Letter Agreement No. UAL-PA-04815-LA-1802894 entitled “Assignment Matters”, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
8.Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. UAL-PA-04815-LA-1802890.
Very truly yours,

THE BOEING COMPANY
By:/s/ Irma L. Krueger
Its:Attorney-in-Fact


UAL-LA-22004729    
787 ***    Page 3
BOEING/UNITED AIRLINES, INC. PROPRIETARY

image_01a.jpg



ACCEPTED AND AGREED TO this
Date:December 12, 2022
UNITED AIRLINES, INC.
By:/s/ Gerald Laderman
Its:
Executive Vice President and Chief Financial Officer

UAL-LA-22004729    
787 ***    Page 4
BOEING/UNITED AIRLINES, INC. PROPRIETARY

image_01a.jpg




Attachment A
787 ***
Item No.Title / Location
*** No.
787 ***
Boeing
(including Partner)
***************
Attachment A to UAL-LA-22004729    
787 ***    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
image_01a.jpg





Attachment B
***

***

Attachment B to UAL-LA-22004729    
787 ***    Page 1
BOEING/UNITED AIRLINES, INC. PROPRIETARY
 EX-21 22 ual_12312210kex21.htm EX-21 Document
Exhibit 21
            United Airlines Holdings, Inc. and United Airlines, Inc. Subsidiaries
(as of February 16, 2023)
EntityJurisdiction of Incorporation
United Airlines Holdings, Inc.Delaware
Wholly-owned subsidiaries*:
United Airlines, Inc.Delaware
● Air Wis Services, Inc.
Wisconsin
● Air Wisconsin, Inc.
Wisconsin
● Domicile Management Services, Inc. **
Delaware
● Air Micronesia, LLC.
Delaware
● CAL Cargo, S.A. de C.V.**
Mexico
● CALFINCO Inc.
Delaware
● CALFINCO Caymans Ltd.
Cayman Islands
● Century Casualty Company
Vermont
● Continental Airlines de Mexico, S.A.**
Mexico
● Continental Airlines Domain Name Limited
England and Wales
● Continental Airlines Finance Trust II
Delaware
● Continental Airlines Fuel Purchasing Group, LLC
Delaware
● Continental Airlines, Inc. Supplemental Retirement Plan for Pilots Trust Agreement    
Delaware
● Continental Airlines Purchasing Holdings LLC
Delaware
● Continental Airlines Purchasing Services LLC**
Delaware
● Continental Express, Inc.
Delaware
● Covia LLC
Delaware
● Mileage Plus Holdings, LLC
Delaware
● MPH I, LLC
Delaware
● Mileage Plus Marketing, Inc.
Delaware
● Mileage Plus, LLC
Delaware
● Mileage Plus Intellectual Property Assets, Ltd. ***
Cayman Islands
● Mileage Plus Intellectual Property Assets Aggregator, Ltd.******
Cayman Islands
● Mileage Plus Intellectual Property Assets Holdings UIP, Ltd.
Cayman Islands
● Mileage Plus Intellectual Property Assets Holdings MIP, Ltd.
Cayman Islands
● Mileage Plus Intellectual Property Assets SPV Partner, Ltd.****
Cayman Islands
● Mileage Plus Intellectual Property Assets GP S.à r.l.*****
Luxembourg
● Mileage Plus Intellectual Property Assets Lux 2 SCS*****
Luxembourg
● Mileage Plus Intellectual Property Assets Lux 1 SCS*****
Luxembourg
● Presidents Club of Guam, Inc.
Delaware
● UABSPL Holdings, Inc.
Delaware
● UAL Benefits Management, Inc.**
Delaware
● United Aviation Fuels Corporation
Delaware
● United Airlines Ventures, Ltd.
Cayman Islands
● United Airlines Ventures Management LLC
Delaware
● United Airlines Business Services Private Limited**
India
● United Ground Express, Inc.
Delaware
● United Travel Services, LLC
Delaware
● United Vacations, Inc.
Delaware
● Westwind School of Aeronautics of Phoenix, LLC
Delaware


        
*Subsidiaries of United Airlines Holdings, Inc. are wholly owned unless otherwise indicated

**Domicile Management Services Inc. is 99.9% owned by Air Wis Services, Inc. and 0.1% owned by United Airlines, Inc. CAL Cargo, S.A. de C.V. is 99.99% owned by United Airlines, Inc. and .01% owned by CALFINCO Inc. Continental Airlines de Mexico, S.A. is 99.9997% owned by United Airlines, Inc. and .0003% owned by private entities. Continental Airlines Purchasing Services LLC is 99% owned by Continental Airlines Purchasing Holdings LLC and 1% owned by United Airlines, Inc. UAL Benefits Management, Inc. has 100% of its Class A Common Stock owned by United Airlines, Inc. and 100% of its Class B Common Stock owned by Health Care Services Corporation. United Airlines Business Services Private Limited is 99.99% owned by United Airlines, Inc. and 0.01% owned by UABSPL Holdings, Inc. on behalf of United Airlines, Inc.
*** 1 special share in Mileage Plus Intellectual Property Assets, Ltd. is held by a third party share trustee
**** Mileage Plus Intellectual Property Assets SPV Partner, Ltd. is a wholly owned subsidiary of Mileage Plus Intellectual Property Assets, Ltd.
***** Mileage Plus Intellectual Property Assets Lux 1 SCS is 4.76% owned by Mileage Plus Intellectual Property Assets GP S.à r.l. and 95.23% owned by Mileage Plus Intellectual Property Assets Lux 2 SCS, which itself is 4.76% owned by Mileage Plus Intellectual Property Assets GP S.à r.l. and 95.23% owned by Mileage Plus Intellectual Property Assets, Ltd.
****** Mileage Plus Intellectual Property Assets Aggregator, Ltd. is 60% owned by Mileage Plus Intellectual Property Assets Holdings MIP, Ltd. and 40% owned by Mileage Plus Intellectual Property Assets Holdings UIP, Ltd.


 EX-23.1 23 ual_12312210kex231.htm EX-23.1 Document

Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the following Registration Statements:
(1)Registration Statement (Form S-3 No. 333-250153),
(2)Registration Statement (Form S-4 No. 333-167801),
(3)Registration Statement (Form S-8 No. 333-197815),
(4)Registration Statement (Form S-8 No. 333-131434),
(5)Registration Statement (Form S-8 No. 333-218637),
(6)Registration Statement (Form S-8 No. 333-256528),
(7)Registration Statement (Form S-8 333-151778), and
(8)Registration Statement (Form S-8 POS No. 333-218637);
of our reports dated February 16, 2023, with respect to the consolidated financial statements of United Airlines Holdings, Inc. and the effectiveness of internal control over financial reporting of United Airlines Holdings, Inc., included in this Annual Report (Form 10-K) of United Airlines Holdings, Inc. for the year ended December 31, 2022.


/s/ Ernst & Young LLP

Chicago, Illinois
February 16, 2023


EX-23.2 24 ual_12312210kex232.htm EX-23.2 Document

Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-3 No. 333-250153-01) and in the related Prospectus of our report dated February 16, 2023 with respect to the consolidated financial statements of United Airlines, Inc., included in this Annual Report (Form 10-K) of United Airlines, Inc. for the year ended December 31, 2022.


/s/ Ernst & Young LLP

Chicago, Illinois
February 16, 2023


EX-31.1 25 ual_12312210kex311.htm EX-31.1 Document

Exhibit 31.1
Certification of the Principal Executive Officer
Pursuant to 15 U.S.C. 78m(a) or 78o(d)
(Section 302 of the Sarbanes-Oxley Act of 2002)

I, J. Scott Kirby, certify that:
(1)    I have reviewed this annual report on Form 10-K for the period ended December 31, 2022 of United Airlines Holdings, Inc. (the "Company");
(2)    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
(4)    The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)    Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)    Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and
(5)    The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions):
(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and
(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.
/s/ J. Scott Kirby
J. Scott Kirby
Chief Executive Officer

Date: February 16, 2023


EX-31.2 26 ual_12312210kex312.htm EX-31.2 Document

Exhibit 31.2
Certification of the Principal Financial Officer
Pursuant to 15 U.S.C. 78m(a) or 78o(d)
(Section 302 of the Sarbanes-Oxley Act of 2002)

I, Gerald Laderman, certify that:
(1)    I have reviewed this annual report on Form 10-K for the period ended December 31, 2022 of United Airlines Holdings, Inc. (the "Company");
(2)    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
(4)    The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)    Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)    Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and
(5)    The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions):
(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and
(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.
/s/ Gerald Laderman
Gerald Laderman
Executive Vice President and Chief Financial Officer
Date: February 16, 2023


EX-31.3 27 ual_12312210kex313.htm EX-31.3 Document


Exhibit 31.3
Certification of the Principal Executive Officer
Pursuant to 15 U.S.C. 78m(a) or 78o(d)
(Section 302 of the Sarbanes-Oxley Act of 2002)

I, J. Scott Kirby, certify that:
(1)    I have reviewed this annual report on Form 10-K for the period ended December 31, 2022 of United Airlines, Inc. (the "Company");
(2)    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
(4)    The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)    Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)    Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and
(5)    The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions):
(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and
(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.
/s/ J. Scott Kirby
J. Scott Kirby
Chief Executive Officer

Date: February 16, 2023


EX-31.4 28 ual_12312210kex314.htm EX-31.4 Document


Exhibit 31.4
Certification of the Principal Financial Officer
Pursuant to 15 U.S.C. 78m(a) or 78o(d)
(Section 302 of the Sarbanes-Oxley Act of 2002)

I, Gerald Laderman, certify that:
(1)    I have reviewed this annual report on Form 10-K for the period ended December 31, 2022 of United Airlines, Inc. (the "Company");
(2)    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
(4)    The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)    Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)    Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and
(5)    The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions):
(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and
(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.
/s/ Gerald Laderman
Gerald Laderman
Executive Vice President and Chief Financial Officer

Date: February 16, 2023


EX-32.1 29 ual_12312210kex321.htm EX-32.1 Document

Exhibit 32.1
Certification of United Airlines Holdings, Inc.
Pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)

Each undersigned officer certifies that to the best of his knowledge based on a review of the annual report on Form 10-K for the period ended December 31, 2022 of United Airlines Holdings, Inc. (the "Report"):
(1)    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of United Airlines Holdings, Inc.
Date: February 16, 2023
/s/ J. Scott Kirby
J. Scott Kirby
Chief Executive Officer
/s/ Gerald Laderman
Gerald Laderman
Executive Vice President and Chief Financial Officer


 EX-32.2 30 ual_12312210kex322.htm EX-32.2 Document

Exhibit 32.2
Certification of United Airlines, Inc.
Pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)

Each undersigned officer certifies that to the best of his knowledge based on a review of the annual report on Form 10-K for the period ended December 31, 2022 of United Airlines, Inc. (the "Report"):
(1)    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of United Airlines, Inc.
Date: February 16, 2023
/s/ J. Scott Kirby
J. Scott Kirby
Chief Executive Officer
/s/ Gerald Laderman
Gerald Laderman
Executive Vice President and Chief Financial Officer


 EX-101.SCH 31 ual-20221231.xsd XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 0000001 - Document - Cover Page link:presentationLink link:calculationLink link:definitionLink 0000002 - Document - Audit Information link:presentationLink link:calculationLink link:definitionLink 0000003 - Statement - Statements of Consolidated Operations (UAH) link:presentationLink link:calculationLink link:definitionLink 0000004 - Statement - Statements of Consolidated Comprehensive Income (Loss) (UAH) link:presentationLink link:calculationLink link:definitionLink 0000005 - Statement - Consolidated Balance Sheets (UAH) link:presentationLink link:calculationLink link:definitionLink 0000006 - Statement - Consolidated Balance Sheets (UAH) (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 0000007 - Statement - Statements of Consolidated Cash Flows (UAH) link:presentationLink link:calculationLink link:definitionLink 0000008 - Statement - Statements of Consolidated Stockholders' Equity (UAH) link:presentationLink link:calculationLink link:definitionLink 0000009 - Statement - Statements of Consolidated Operations (UA) link:presentationLink link:calculationLink link:definitionLink 0000010 - Statement - Statements of Consolidated Comprehensive Income (Loss) (UA) link:presentationLink link:calculationLink link:definitionLink 0000011 - Statement - Consolidated Balance Sheets (UA) link:presentationLink link:calculationLink link:definitionLink 0000012 - Statement - Consolidated Balance Sheets (UA) (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 0000013 - Statement - Statements of Consolidated Cash Flows (UA) link:presentationLink link:calculationLink link:definitionLink 0000014 - Statement - Statements of Consolidated Stockholders' Equity (UA) link:presentationLink link:calculationLink link:definitionLink 0000015 - Disclosure - Overview link:presentationLink link:calculationLink link:definitionLink 0000016 - Disclosure - Significant Accounting Policies link:presentationLink link:calculationLink link:definitionLink 0000017 - Disclosure - Common Stockholders' Equity and Preferred Securities link:presentationLink link:calculationLink link:definitionLink 0000018 - Disclosure - Earnings (Loss) Per Share link:presentationLink link:calculationLink link:definitionLink 0000019 - Disclosure - Share-Based Compensation Plans link:presentationLink link:calculationLink link:definitionLink 0000020 - Disclosure - Accumulated Other Comprehensive Income (Loss) link:presentationLink link:calculationLink link:definitionLink 0000021 - Disclosure - Income Taxes link:presentationLink link:calculationLink link:definitionLink 0000022 - Disclosure - Pension and Other Postretirement Plans link:presentationLink link:calculationLink link:definitionLink 0000023 - Disclosure - Fair Value Measurements, Investments and Notes Receivable link:presentationLink link:calculationLink link:definitionLink 0000024 - Disclosure - Debt link:presentationLink link:calculationLink link:definitionLink 0000025 - Disclosure - Leases and Capacity Purchase Agreements link:presentationLink link:calculationLink link:definitionLink 0000026 - Disclosure - Variable Interest Entities ("VIE") link:presentationLink link:calculationLink link:definitionLink 0000027 - Disclosure - Commitments and Contingencies link:presentationLink link:calculationLink link:definitionLink 0000028 - Disclosure - Special Charges (Credits) link:presentationLink link:calculationLink link:definitionLink 0000029 - Disclosure - Schedule II - Valuation and Qualifying Accounts link:presentationLink link:calculationLink link:definitionLink 0000030 - Disclosure - Significant Accounting Policies (Policies) link:presentationLink link:calculationLink link:definitionLink 0000031 - Disclosure - Significant Accounting Policies (Tables) link:presentationLink link:calculationLink link:definitionLink 0000032 - Disclosure - Common Stockholders' Equity and Preferred Securities (Tables) link:presentationLink link:calculationLink link:definitionLink 0000033 - Disclosure - Earnings (Loss) Per Share (Tables) link:presentationLink link:calculationLink link:definitionLink 0000034 - Disclosure - Share-Based Compensation Plans (Tables) link:presentationLink link:calculationLink link:definitionLink 0000035 - Disclosure - Accumulated Other Comprehensive Income (Loss) (Tables) link:presentationLink link:calculationLink link:definitionLink 0000036 - Disclosure - Income Taxes (Tables) link:presentationLink link:calculationLink link:definitionLink 0000037 - Disclosure - Pension and Other Postretirement Plans (Tables) link:presentationLink link:calculationLink link:definitionLink 0000038 - Disclosure - Fair Value Measurements, Investments and Notes Receivable (Tables) link:presentationLink link:calculationLink link:definitionLink 0000039 - Disclosure - Debt (Tables) link:presentationLink link:calculationLink link:definitionLink 0000040 - Disclosure - Leases and Capacity Purchase Agreements (Tables) link:presentationLink link:calculationLink link:definitionLink 0000041 - Disclosure - Commitments and Contingencies (Tables) link:presentationLink link:calculationLink link:definitionLink 0000042 - Disclosure - Special Charges (Credits) (Tables) link:presentationLink link:calculationLink link:definitionLink 0000043 - Disclosure - Significant Accounting Policies - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 0000044 - Disclosure - Significant Accounting Policies - Operating Revenue by Principal Geographic Region (Details) link:presentationLink link:calculationLink link:definitionLink 0000045 - Disclosure - Significant Accounting Policies - Roll Forward of Frequent Flier Deferred Revenue (Details) link:presentationLink link:calculationLink link:definitionLink 0000046 - Disclosure - Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) link:presentationLink link:calculationLink link:definitionLink 0000047 - Disclosure - Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Details) link:presentationLink link:calculationLink link:definitionLink 0000048 - Disclosure - Significant Accounting Policies - Information about Goodwill and Other Intangible Assets (Details) link:presentationLink link:calculationLink link:definitionLink 0000049 - Disclosure - Common Stockholders' Equity and Preferred Securities - Summary of Warrants Outstanding (Details) link:presentationLink link:calculationLink link:definitionLink 0000050 - Disclosure - Common Stockholders' Equity and Preferred Securities - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 0000051 - Disclosure - Earnings (Loss) Per Share (Details) link:presentationLink link:calculationLink link:definitionLink 0000052 - Disclosure - Share-Based Compensation Plans - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 0000053 - Disclosure - Share-Based Compensation Plans - Information Related to Share-Based Compensation Plan Cost (Details) link:presentationLink link:calculationLink link:definitionLink 0000054 - Disclosure - Share-Based Compensation Plans - Summary of Unearned Compensation and Weighted-Average Remaining Period to Recognize Costs (Details) link:presentationLink link:calculationLink link:definitionLink 0000055 - Disclosure - Share-Based Compensation Plans - Summary of RSU and Restricted Stock Activity (Details) link:presentationLink link:calculationLink link:definitionLink 0000056 - Disclosure - Accumulated Other Comprehensive Income (Loss) - Components of the Company's AOCI (Details) link:presentationLink link:calculationLink link:definitionLink 0000057 - Disclosure - Income Taxes - Income Tax Provision (Benefit) Differed from Amounts Computed at the Statutory Federal Income Tax Rate and Significant Components (Details) link:presentationLink link:calculationLink link:definitionLink 0000057 - Disclosure - Income Taxes - Income Tax Provision (Benefit) Differed from Amounts Computed at the Statutory Federal Income Tax Rate and Significant Components (Details) link:presentationLink link:calculationLink link:definitionLink 0000058 - Disclosure - Income Taxes - Temporary Differences and Carryforwards Giving Rise to Deferred Tax Assets and Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 0000059 - Disclosure - Income Taxes - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 0000060 - Disclosure - Pension and Other Postretirement Plans - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 0000061 - Disclosure - Pension and Other Postretirement Plans - Reconciliation of the Change in Benefit Obligation and Plan Asset, Funded Status and Amounts Recognized in the Financial Statements (Details) link:presentationLink link:calculationLink link:definitionLink 0000062 - Disclosure - Pension and Other Postretirement Plans - Accumulated Benefit Obligation and Projected Benefit Obligation in Excess of Plan Assets (Details) link:presentationLink link:calculationLink link:definitionLink 0000063 - Disclosure - Pension and Other Postretirement Plans - Components of Net Periodic Benefit Cost (Details) link:presentationLink link:calculationLink link:definitionLink 0000064 - Disclosure - Pension and Other Postretirement Plans - Assumptions Used for Benefit Plans (Details) link:presentationLink link:calculationLink link:definitionLink 0000065 - Disclosure - Pension and Other Postretirement Plans - Allocation of Plan Assets (Details) link:presentationLink link:calculationLink link:definitionLink 0000066 - Disclosure - Pension and Other Postretirement Plans - Change in Assumption of Benefit Obligation (Details) link:presentationLink link:calculationLink link:definitionLink 0000067 - Disclosure - Pension and Other Postretirement Plans - Pension and Other Postretirement Plan Assets (Details) link:presentationLink link:calculationLink link:definitionLink 0000068 - Disclosure - Pension and Other Postretirement Plans - Defined Benefit Plan Assets Measured at Fair Value Using Unobservable Inputs (Details) link:presentationLink link:calculationLink link:definitionLink 0000069 - Disclosure - Pension and Other Postretirement Plans - Estimated Future Benefit Payments (Details) link:presentationLink link:calculationLink link:definitionLink 0000070 - Disclosure - Pension and Other Postretirement Plans - Participation in the IAM National Pension Plan (Details) link:presentationLink link:calculationLink link:definitionLink 0000071 - Disclosure - Fair Value Measurements, Investments and Notes Receivable - Fair Value of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) link:presentationLink link:calculationLink link:definitionLink 0000072 - Disclosure - Fair Value Measurements, Investments and Notes Receivable - Carrying Amounts and Estimated Fair Values of Financial Instruments (Details) link:presentationLink link:calculationLink link:definitionLink 0000073 - Disclosure - Fair Value Measurements, Investments and Notes Receivable - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 0000074 - Disclosure - Debt - Summary of Long-Term Debt (Details) link:presentationLink link:calculationLink link:definitionLink 0000075 - Disclosure - Debt - Contractual Principal Payments under Outstanding Long-Term Debt Agreements (Details) link:presentationLink link:calculationLink link:definitionLink 0000076 - Disclosure - Debt - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 0000077 - Disclosure - Debt - Summary of Collateral Covenants and Cross Default Provisions (Details) link:presentationLink link:calculationLink link:definitionLink 0000078 - Disclosure - Leases and Capacity Purchase Agreements - Components of Lease Cost (Details) link:presentationLink link:calculationLink link:definitionLink 0000079 - Disclosure - Leases and Capacity Purchase Agreements - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 0000080 - Disclosure - Leases and Capacity Purchase Agreements - Summary of Scheduled Future Minimum Lease Payments under Operating and Finance Leases (Details) link:presentationLink link:calculationLink link:definitionLink 0000080 - Disclosure - Leases and Capacity Purchase Agreements - Summary of Scheduled Future Minimum Lease Payments under Operating and Finance Leases (Details) link:presentationLink link:calculationLink link:definitionLink 0000081 - Disclosure - Leases and Capacity Purchase Agreements - Future Lease Payment under Terms of Capacity Purchase Agreement (Details) link:presentationLink link:calculationLink link:definitionLink 0000081 - Disclosure - Leases and Capacity Purchase Agreements - Future Lease Payment under Terms of Capacity Purchase Agreement (Details) link:presentationLink link:calculationLink link:definitionLink 0000082 - Disclosure - Leases and Capacity Purchase Agreements - Additional Information Related to Leases (Details) link:presentationLink link:calculationLink link:definitionLink 0000083 - Disclosure - Leases and Capacity Purchase Agreements - Supplemental Cash Flow Information Related to Leases (Details) link:presentationLink link:calculationLink link:definitionLink 0000084 - Disclosure - Variable Interest Entities ("VIE") (Details) link:presentationLink link:calculationLink link:definitionLink 0000085 - Disclosure - Commitments and Contingencies - Firm Commitments and Options to Purchase Aircraft (Details) link:presentationLink link:calculationLink link:definitionLink 0000086 - Disclosure - Commitments and Contingencies - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 0000087 - Disclosure - Commitments and Contingencies - Summary of Commitments Related to the Acquisition of Aircraft (Details) link:presentationLink link:calculationLink link:definitionLink 0000088 - Disclosure - Special Charges (Credits) - Components of Special Charges (Details) link:presentationLink link:calculationLink link:definitionLink 0000089 - Disclosure - Special Charges (Credits) - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 0000090 - Disclosure - Schedule II - Valuation and Qualifying Accounts (Details) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 32 ual-20221231_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT EX-101.DEF 33 ual-20221231_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT EX-101.LAB 34 ual-20221231_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 2024 Unrecorded Unconditional Purchase Obligation, to be Paid, Year Two Reconciliation of Cash, Cash Equivalents and Restricted Cash Schedule of Cash and Cash Equivalents [Table Text Block] Deferred income taxes Deferred Income Tax Assets, Net Long term debt Long-Term Debt, Gross Total miles awarded Frequent Flyer Mileage Miles Awarded in Period Frequent flyer mileage miles awarded in period. Aircraft Fuel, Spare Parts and Supplies Aircraft Fuel Spare Parts And Supplies [Policy Text Block] Aircraft Fuel Spare Parts And Supplies Weighted-average remaining lease term - other financial liabilities Other Financial Liabilities, Weighted ​Average ​Remaining ​Lease ​Term Other Financial Liabilities, Weighted ​Average ​Remaining ​Lease ​Term Deferred tax asset, portion to be utilized against future taxable income Deferred Tax Asset, Portion To Be Utilized Against Future Taxable Income Deferred Tax Asset, Portion To Be Utilized Against Future Taxable Income Junior preferred stock outstanding (in shares) Preferred Stock, Shares Outstanding Third-Party Business Third Party Business [Policy Text Block] Third Party Business Policy Accumulated Benefit Obligation and Projected Benefit Obligation in Excess of Plan Assets Defined Benefit Plan, Plan with Accumulated Benefit Obligation in Excess of Plan Assets [Table Text Block] Debt Instrument [Axis] Debt Instrument [Axis] Frequent flyer deferred revenue Contract With Customer, Liability, Current, Frequent Flyer Contract With Customer, Liability, Current, Frequent Flyer Present value of minimum lease payments Finance Lease, Liability Pension and Other Postretirement Plan Assets Schedule of Defined Benefit Plans Disclosures [Table Text Block] Net Operating Loss Carryforward, By Expiration [Axis] Net Operating Loss Carryforward, By Expiration [Axis] Net Operating Loss Carryforward, By Expiration [Axis] Financial Instruments [Domain] Financial Instruments [Domain] Fair Value Measurement [Domain] Fair Value Measurement [Domain] Basis spread on variable rate Debt Instrument, Basis Spread on Variable Rate 2026 Finance Lease, Liability, to be Paid, Year Four Depreciation expense Depreciation Schedule of Indefinite-Lived Intangible Assets [Table] Schedule of Indefinite-Lived Intangible Assets [Table] Landing fees and other rent Landing Fees and Other Rentals Net deferred tax asset Deferred Tax Assets, Net Weighted-average discount rate - operating leases Operating Lease, Weighted Average Discount Rate, Percent Fixed interest rate Stated interest rate Debt Instrument, Interest Rate, Stated Percentage Additional capital invested Additional Paid in Capital, Common Stock Recorded Unconditional Purchase Obligation by Category of Item Purchased [Axis] Recorded Unconditional Purchase Obligation by Category of Item Purchased [Axis] 2027 Unrecorded Unconditional Purchase Obligation, to be Paid, Year Five 2025 Finance Lease, Liability, to be Paid, Year Three Lessee, Lease, Description [Table] Lessee, Lease, Description [Table] Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] Potentially dilutive securities (in shares) Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount Boeing 757-200 B-757-200 [Member] Document Information [Line Items] Document Information [Line Items] (Receivable from) Payable to Related Parties, Net Receivables from Stockholder [Member] Operating Leases Lessee, Operating Lease, Liability, to be Paid [Abstract] Equity securities Equity securities funds Defined Benefit Plan, Equity Securities [Member] Cash Paid (Refunded) During the Period for: Cash Paid Refunded During Period For [Abstract] Cash Paid Refunded During Period For [Abstract] After 2027 Lessee, Operating Lease, Liability, to be Paid, after Year Five Equity Component [Domain] Equity Component [Domain] Subsequent Event Type [Domain] Subsequent Event Type [Domain] Secured Debt Secured Debt [Member] Investment, Name [Domain] Investment, Name [Domain] Amortization of finance lease assets Finance Lease, Right-of-Use Asset, Amortization Lessee, Lease, Description [Line Items] Lessee, Lease, Description [Line Items] Fair Value Information Fair Value Measurement, Policy [Policy Text Block] Fair value of plan assets at beginning of year Fair value of plan assets at end of year Fair value of plan assets Defined Benefit Plan, Plan Assets, Amount Surety Bonds Surety Bond [Member] Entity Address, State or Province Entity Address, State or Province Other comprehensive income (loss), net of tax: Other Comprehensive Income (Loss), Net of Tax [Abstract] Weighted average remaining contractual lives of stock options outstanding Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term Share price (in dollars per share) Shares Issued, Price Per Share Award Type Award Type [Axis] Atlantic (including Africa, India and Middle East destinations) Atlantic Destination [Member] Actuarial (gain) loss Defined Benefit Plan, Benefit Obligation, Actuarial Gain (Loss) 2027 Defined Benefit Plan, Expected Future Benefit Payment, Year Five 2026 Net Operating Loss Carry Forward Expiration Year 2026 [Member] Net Operating Loss Carry Forward Expiration Year 2026 Current maturities of operating leases Less: current maturities of lease obligations Operating Lease, Liability, Current SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table] Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table] Operating expense: Costs and Expenses [Abstract] Long-term debt Long-term debt, net Long-Term Debt, Excluding Current Maturities 2024 Number Of Aircrafts Expected To Take Delivery, Year Two Number Of Aircrafts Expected To Take Delivery, Year Two Weighted-average remaining lease term - operating leases Operating Lease, Weighted Average Remaining Lease Term Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] 2021 Term Loans New Term Loans [Member] New Term Loans Estimated Future Benefit Payments Schedule of Expected Benefit Payments [Table Text Block] Entity Common Stock, Shares Outstanding Entity Common Stock, Shares Outstanding Fair Value Hierarchy and NAV [Domain] Fair Value Hierarchy and NAV [Domain] Revolving Credit Facility Revolving Credit Facility [Member] Revenue Recognition Revenue from Contract with Customer [Policy Text Block] Investments and Other AOCI, Accumulated Gain (Loss), Debt Securities, Available-for-Sale, Parent [Member] Document Type Document Type CARES Act grant Unusual or Infrequent Item, or Both, Gain, Gross SOFR Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] Estimated useful life Property, Plant and Equipment, Useful Life DEBT Long-Term Debt [Text Block] Finite-Lived Intangible Assets, Major Class Name [Domain] Finite-Lived Intangible Assets, Major Class Name [Domain] Outstanding (in dollars per share) Outstanding (in dollars per share) Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value Finance Leases Finance Lease, Liability, to be Paid [Abstract] Deferred income tax (benefit) Deferred Deferred Income Tax Expense (Benefit) Noncurrent asset Assets for Plan Benefits, Defined Benefit Plan 2026 and 2029 Notes Secured Notes [Member] Secured Notes Roll Forward of Frequent Flyer Deferred Revenue Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block] (Gains) losses on sale of assets and other special charges Gain on sale of assets and other special charges Gain (Loss) On Sale Of Other Assets And Other Miscellaneous Charges Amount of gain (loss) on sale of other assets and other miscellaneous charges. Multiemployer Plan Name [Domain] Retirement Plan Name [Domain] Other investments Other Investments [Member] Notes Unsecured Notes [Member] Unsecured Notes Multiemployer Plans [Line Items] Multiemployer Plan [Line Items] Frequent flyer database Frequent Flyer Database [Member] Frequent Flyer Database [Member] Debt Disclosure [Abstract] Debt Disclosure [Abstract] Special charges (credits) Total operating special charges (credits) Restructuring, Settlement and Impairment Provisions Net Operating Loss Carryforward, By Expiration [Domain] Net Operating Loss Carryforward, By Expiration [Domain] [Domain] for Net Operating Loss Carryforward, By Expiration [Axis] Employer contributions Defined Benefit Plan, Plan Assets, Contributions by Employer Unsecured Unsecured Debt Unsecured Debt [Member] Imputed interest Contractual Obligation, Imputed Interest Contractual Obligation, Imputed Interest Current maturities of long-term debt Less: current portion of long-term debt Long-Term Debt, Current Maturities Net cash provided by (used in) financing activities Net Cash Provided by (Used in) Financing Activities Accounting Policies [Abstract] Accounting Policies [Abstract] Line of Credit Line of Credit [Member] Debt instrument, remaining terms Debt Instrument Remaining Terms Years remaining on debt instruments. Fair value of plan assets Defined Benefit Plan, Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Plan Assets Stockholders' equity: Stockholders' Equity Attributable to Parent [Abstract] Prepaid expenses and other Prepaid Expense and Other Assets, Current Cumulative Effect, Period of Adoption [Domain] Cumulative Effect, Period of Adoption [Domain] Interest cost Defined Benefit Plan, Interest Cost Long-term obligations under finance leases Long-term lease obligations Finance Lease, Liability, Noncurrent Aircraft, spare engines and related rotable parts Aircraft And Related Rotable Parts [Member] Aircraft And Related Rotable Parts [Member] Increase in intercompany receivables Increase (Decrease) Due from Affiliates Weighted-Average Remaining Period (in years) Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition Weighted average remaining contractual lives of stock options exercisable Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term Aircraft Mortgage Debt Aircraft Mortgage Debt [Member] Aircraft Mortgage Debt [Member] Restructuring Plan [Domain] Restructuring Plan [Domain] Carrying Values and Estimated Fair Values of Financial Instruments Fair Value, by Balance Sheet Grouping [Table Text Block] Entity Registrant Name Entity Registrant Name Airbus A319 Airbus A319s [Member] Airbus A319s [Member] 2026 Defined Benefit Plan, Expected Future Benefit Payment, Year Four Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Table] Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Table] Benefits paid Defined Benefit Plan, Benefit Obligation, Benefits Paid PENSION AND OTHER POSTRETIREMENT PLANS Retirement Benefits [Text Block] Leases [Abstract] Leases [Abstract] Federal and state net operating loss ("NOL") carryforwards Deferred Tax Assets, Operating Loss Carryforwards Percentage of pre-tax earnings paid for profit sharing plan Profit Sharing Plan Percentage Of Pre Tax Earnings Paid Profit Sharing Plan, Percentage of Pre-Tax Earnings Paid Minimum Minimum [Member] Entity Emerging Growth Company Entity Emerging Growth Company Common stock, par value (in dollars per share) Common Stock, Par or Stated Value Per Share Liabilities related to share based payments Deferred Compensation Share-Based Arrangements, Liability, Current and Noncurrent Investment interests received in exchange for goods and services Other Significant Noncash Transaction, Value of Consideration Received Change in value, deferred tax Other Comprehensive Income (Loss) before Reclassifications, Tax Securities received in connection with purchase agreements Securities Received in Connection of Purchase Agreements [Policy Text Block] Securities Received in Connection of Purchase Agreements SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Table] SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Table] Commitments and Contingencies Disclosure [Abstract] Commitments and Contingencies Disclosure [Abstract] Investment, Name [Axis] Investment, Name [Axis] FAIR VALUE MEASUREMENTS, INVESTMENTS AND NOTES RECEIVABLE Fair Value Disclosures [Text Block] Trading Symbol Trading Symbol Entity File Number Entity File Number Defined Benefit Plans And Defined Contribution Plans Disclosures [Line Items] Defined Benefit Plans And Defined Contribution Plans Disclosures [Line Items] Defined Benefit Plans And Defined Contribution Plans Disclosures Aircraft rent Aircraft Rental Accumulated Other Comprehensive Income (Loss) [Line Items] Accumulated Other Comprehensive Income (Loss) [Line Items] Projected amortization expense in 2026 Finite-Lived Intangible Asset, Expected Amortization, Year Four Deferred tax asset, portion to be utilized against deferred tax liabilities Deferred Tax Asset, Portion To Be Utilized Against Deferred Tax Liabilities Deferred Tax Asset, Portion Utilized Against Deferred Tax Liabilities Awards granted (in shares) Granted (in shares) Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period Profit sharing and payroll tax expense Defined Benefit Plan Profit Sharing And Payroll Tax Expense Defined Benefit Plan Profit Sharing And Payroll Tax Expense Expected employer contributions to pension and postretirement plans Defined Benefit Plan, Expected Future Employer Contributions, Next Fiscal Year Use of Estimates Use of Estimates, Policy [Policy Text Block] Increase (decrease) in accounts payable Increase (Decrease) in Accounts Payable Schedule of Variable Interest Entities [Table] Schedule of Variable Interest Entities [Table] Postretirement benefit liability Liability, Other Postretirement Defined Benefit Plan, Noncurrent Capacity Purchase Agreements Capacity Purchase Agreements [Member] Capacity Purchase Agreements Fair Value [Table] Fair Value [Table] Fair Value [Table] Severance and benefit costs Severance and benefit expenses Postemployment Benefits, Period Expense INCOME TAXES Income Tax Disclosure [Text Block] Movement in Deferred Revenue [Roll Forward] Movement In Contract With Customer Liability [Roll Forward] Movement In Contract With Customer Liability [Roll Forward] Credit Facility [Domain] Credit Facility [Domain] Earnings (loss) per share, basic (in dollars per share) Earnings Per Share, Basic Balance, before tax Balance, before tax AOCI before Tax, Attributable to Parent Award vesting period Share-Based Compensation Arrangement by Share-Based Payment Award, Award Requisite Service Period Minimum ratio of appraised value of collateral for Credit Agreement Minimum ratio of appraised value of collateral for Credit Agreement Minimum ratio of appraised value of collateral for Credit Agreement Fair value of RSUs and restricted stock vested in period Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value Reconciliation of Cash, Cash Equivalents and Restricted Cash Restrictions on Cash and Cash Equivalents [Table Text Block] Indefinite-lived Intangible Assets [Axis] Indefinite-Lived Intangible Assets [Axis] Number of aircrafts expected to take delivery that are delayed Number Of Aircrafts Expected To Take Delivery That Are Delayed Number Of Aircrafts Expected To Take Delivery That Are Delayed A321neo Airbus A321neo [Member] Airbus A321neo Entity Interactive Data Current Entity Interactive Data Current PSP3 Note Payroll Support Program 3 (PSP3) Note [Member] Payroll Support Program 3 (PSP3) Note Fair Value, by Balance Sheet Grouping [Table] Fair Value, by Balance Sheet Grouping [Table] Number of aircraft and spare engines retired Number of Aircraft and Related Spare Engines Retired Number of Aircraft and Related Spare Engines Retired Property, Plant and Equipment [Table] Property, Plant and Equipment [Table] Restructuring programs, one-time contribution per employee Restructuring Programs, One-Time Contribution Per Employee Restructuring Programs, One-Time Contribution Per Employee Portion at Fair Value Measurement Portion at Fair Value Measurement [Member] 2027 Finance Lease, Liability, to be Paid, Year Five 2026 Notes and 2029 Notes Senior Secured Notes Due 2026 And Senior Secured Notes Due 2029 [Member] Senior Secured Notes Due 2026 And Senior Secured Notes Due 2029 Cash and Cash Equivalents [Line Items] Cash and Cash Equivalents [Line Items] Stock issued for share-based awards, net of shares withheld for tax Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture Change in value OCI, before Reclassifications, Net of Tax, Attributable to Parent Repurchases of common stock Payments for Repurchase of Common Stock Class of Stock [Axis] Class of Stock [Axis] After 2027 Long-Term Debt, Maturity, after Year Five Funded percentage Defined Benefit Plan, Funded Percentage Operating lease liabilities Deferred Tax Asset, Leasing Arrangements Deferred Tax Asset, Leasing Arrangements 100 basis points decrease in the expected long-term rate of return on plan assets Defined Benefit Plan, Effect Of 100 Basis Point Decrease In Expected Long-Term Return on Plan Assets On Net Periodic Benefit Cost Defined Benefit Plan, Effect Of 100 Basis Point Decrease In Expected Long-Term Return on Plan Assets On Net Periodic Benefit Cost Receivables, less allowance for credit losses (2022—$11; 2021—$28) Receivables, Net, Current Sold during the year Defined Benefit Plan, Plan Assets Level 3 Reconciliation, Increase (Decrease) for Actual Return (Loss) on Plan Assets Sold Current assets: Assets, Current [Abstract] Tax-Exempt Special Facilities Revenue Bonds Tax Exempt Bonds [Member] Tax Exempt Bonds [Member] Commitments and Contingencies [Table] Commitments and Contingencies [Table] Commitments And Contingencies [Table] Other Defined Benefit Plan Other Changes Plan Assets Defined benefit plan other changes plan assets Retained earnings Retained Earnings (Accumulated Deficit) Settlement losses Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Settlement Schedule of Finite-Lived Intangible Assets [Table] Schedule of Finite-Lived Intangible Assets [Table] Scenario [Domain] Scenario [Domain] Lease modifications and lease conversions Lease Conversions From Operating Lease Recorded Property Plant And Equipment Lease Conversions From Operating Lease Recorded Property Plant And Equipment Measured on a Recurring Basis Fair Value, Recurring [Member] Weighted-average exercise price of stock options exercisable (in dollars per share) Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price Document Fiscal Year Focus Document Fiscal Year Focus Expiration period for advance ticket sales Electronic Travel Certificates, Expiration Period Electronic Travel Certificates, Expiration Period Defined Benefit Plan, Plan Assets, Category [Domain] Defined Benefit Plan, Plan Assets, Category [Domain] Future Lease Payment Under Terms of Capacity Purchase Agreement Future Lease Payment Terms For Capacity Purchase Agreement [Table Text Block] Future Lease Payment Terms For Capacity Purchase Agreement Financing cash flows for finance leases Finance Lease, Principal Payments Indefinite-lived Intangible Assets [Line Items] Indefinite-Lived Intangible Assets [Line Items] Chase and Other Partner Agreements Chase And Other Partner Agreements [Member] Chase And Other Partner Agreements [Member] Other property and equipment Property, Plant and Equipment, Other, Gross Fair Value Hierarchy and NAV [Axis] Fair Value Hierarchy and NAV [Axis] Maintenance and Repairs Maintenance Cost, Policy [Policy Text Block] Current Current Income Tax Expense (Benefit) Amounts reclassified to earnings, before tax Reclassification from AOCI, Current Period, before Tax, Attributable to Parent Long-Lived Asset Impairments Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] Capital expenditures, net of flight equipment purchase deposit returns Payments to Acquire Productive Assets Flight equipment Flight Equipment, Gross Less: current maturities of lease obligations Less: current maturities of lease obligations Other Financial Liabilities, Current Other Financial Liabilities, Current Carrying value of other investment Equity Securities without Readily Determinable Fair Value, Amount Number of aircraft subject to finance leases Number Of Aircraft Subject To Finance Leases Number Of Aircraft Subject To Finance Leases Document Information [Table] Document Information [Table] Common shares, outstanding (in shares) Balance (in shares) Balance (in shares) Common Stock, Shares, Outstanding Goodwill Goodwill Nonoperating debt extinguishment and modification fees Debt Extinguishment and Modification Fees, Non-Operating Debt Extinguishment and Modification Fees, Non-Operating Long-Lived Tangible Asset [Axis] Long-Lived Tangible Asset [Axis] Other financial liabilities Other Financial Liabilities, Noncurrent Other Financial Liabilities, Noncurrent Actual income (loss) on plan assets Defined Benefit Plan, Plan Assets, Increase (Decrease) for Actual Return (Loss) Aircraft fuel, spare parts and supplies, obsolescence allowance Airline Related Inventory, Valuation Reserves Income tax expense (benefit) Income tax expense (benefit) Income Tax Expense (Benefit) Boeing 737-700 Boeing 737-700 [Member] Boeing 737-700 [Member] Less: Valuation allowance Deferred Tax Assets, Valuation Allowance Entity Public Float Entity Public Float Period over which miles are expected to be redeemed Revenue, Performance Obligation, Description of Timing Payment related to share-based liabilities Share-Based Payment Arrangement, Cash Used to Settle Award Weighted-average interest rate - other financial liabilities Other Financial Liabilities, Weighted Average Discount Rate, Percent Other Financial Liabilities, Weighted Average Discount Rate, Percent 2023 Defined Benefit Plan, Expected Future Benefit Payment, Year One Collaborative Arrangement and Arrangement Other than Collaborative [Domain] Collaborative Arrangement and Arrangement Other than Collaborative [Domain] Common stock at par, $0.01 par value; authorized 1,000,000,000 shares; outstanding 326,930,321 and 323,810,825 shares at December 31, 2022 and 2021, respectively Common Stock, Value, Issued Common Stock, Value, Issued Debt Instrument, Name [Domain] Debt Instrument, Name [Domain] Alternatives Alternatives Alternative [Member] Alternative [Member] Deferred Income Tax Assets And Liabilities [Line Items] Deferred Income Tax Assets And Liabilities [Line Items] Deferred Income Tax Assets And Liabilities [Line Items] 787 787 [Member] 787 Other SEC Schedule, 12-09, Valuation Allowances and Reserves, Additions, Charge to Other Account PSP2 Warrants Payroll Support Program 2 (PSP2) Warrants [Member] Payroll Support Program 2 (PSP2) Warrants IAM National Pension Plan International Association Of Machinists National Pension Plan [Member] International Association of Machinists National Pension Plan [Member] Allowance for credit losses on notes receivable Financing Receivable, Allowance for Credit Loss Current liability Liability, Defined Benefit Plan, Current Accumulated benefit obligation Defined Benefit Plan, Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Accumulated Benefit Obligation Increase in advance ticket sales Increase (Decrease) In Contract With Customer, Liability, Advance Ticket Sales Increase (Decrease) in Contract with Customer, Liability, Advance Ticket Sales Other property and equipment Other Capitalized Property Plant and Equipment [Member] Operating property and equipment: Property, Plant and Equipment, Net [Abstract] Variable Interest Entity [Line Items] Variable Interest Entity [Line Items] Cash, cash equivalents and restricted cash at beginning of year Cash, cash equivalents and restricted cash at end of year Total cash, cash equivalents and restricted cash shown in the statement of consolidated cash flows Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents Total nonoperating special charges and unrealized (gains) losses on investments, net Special Charges And Losses On Financial Instruments, Non-Operating, Before Tax Special Charges And Losses On Financial Instruments, Nonoperating, Before Tax Current liabilities: Liabilities, Current [Abstract] Proceeds from the issuance of an unsecured loan Proceeds from Issuance of Unsecured Debt Curtailment Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Curtailment Other, net Effective Income Tax Rate Reconciliation, Other Adjustments, Amount Schedule Of Defined Benefit Plans And Defined Contribution Plans Disclosures [Line Items] Schedule Of Defined Benefit Plans And Defined Contribution Plans Disclosures [Line Items] Schedule Of Defined Benefit Plans And Defined Contribution Plans Disclosures [Line Items] Interest on finance lease liabilities Finance Lease, Interest Expense Employer contribution percentage Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay Retirement Plan Type [Domain] Retirement Plan Type [Domain] Amendment Flag Amendment Flag Operating lease cost Operating Lease, Cost Investment Type [Axis] Investment Type [Axis] SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] Total other comprehensive income (loss), net of tax Other comprehensive loss Other comprehensive income (loss) Other Comprehensive Income (Loss), Net of Tax Tax credit expiration period Tax Credit Carryforward, Expiration Period Tax Credit Carryforward, Expiration Period Total other assets Other Assets, Noncurrent Special Charges [Table] Special Charges [Table] Special Charges [Table] Nondeductible employee meals Effective Income Tax Rate Reconciliation, Nondeductible Expense, Meals and Entertainment, Amount Additional contribution as a percentage of the hourly contribution rate Multiemployer Plan, Additional Contribution Rate In Excess Of The Hourly Contribution Rate Multiemployer Plan, Additional Contribution Rate In Excess Of The Hourly Contribution Rate Stock option awards exercisable (in shares) Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number Depreciation and amortization Depreciation and amortization Depreciation, Depletion and Amortization Less: unamortized debt discount, premiums and debt issuance costs Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net Accumulated Other Comprehensive Income (Loss) [Table] Accumulated Other Comprehensive Income (Loss) [Table] Entity Incorporation, State or Country Code Entity Incorporation, State or Country Code Operating cash flows for operating leases Operating Lease, Payments Salaries and related costs Labor and Related Expense Payments of long-term debt, finance leases and other financing liabilities Repayments of Long-Term Debt After 2024 Number Of Aircrafts Expected To Take Delivery, Thereafter Number Of Aircrafts Expected To Take Delivery, Thereafter Stock Options Stock options Share-Based Payment Arrangement, Option [Member] Assumptions used to determine benefit obligations Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] Stock held in treasury, at cost Treasury Stock, Value Employee benefit plans Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax Receivables, allowance for doubtful accounts Accounts Receivable, Allowance for Credit Loss, Current Interest expense carryforward Deferred Tax Asset, Interest Carryforward Common shares, authorized (in shares) Common Stock, Shares Authorized CRJ-900 CRJ-900 [Member] Statement of Comprehensive Income [Abstract] Statement of Comprehensive Income [Abstract] Maximum Maximum [Member] Non-Aircraft Non-Aircraft [Member] Non-Aircraft [Member] Restricted cash Restricted Cash and Cash Equivalents, Noncurrent Cash and cash equivalents Cash and Cash Equivalents, at Carrying Value Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] A321XLR Airbus A321XLR [Member] Airbus A321XLR [Member] Term Loan B Facility due 2028 Term Loan B Facility Due 2028 [Member] Term Loan B Facility Due 2028 Summary of Warrants Outstanding Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] Measurement Frequency [Domain] Measurement Frequency [Domain] COMMON STOCKHOLDERS' EQUITY AND PREFERRED SECURITIES Stockholders' Equity Note Disclosure [Text Block] Components Of Net Periodic Benefit Cost Schedule of Net Benefit Costs [Table Text Block] Impairment of right-of-use assets Impairment of Leasehold Schedule of Multiemployer Plans [Table] Multiemployer Plan [Table] Contractual Obligation, Fiscal Year Maturity Contractual Obligation, Fiscal Year Maturity [Table Text Block] Supplemental Cash Flow Information Related to Leases Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] Unusual or Infrequent Items, or Both [Abstract] Sublease income Sublease Income Title of 12(b) Security Title of 12(b) Security Schedule of Defined Benefit Plans Disclosures [Table] Schedule of Defined Benefit Plans Disclosures [Table] Purchases, sales, issuances and settlements (net) Defined Benefit Plan, Plan Assets Level 3 Reconciliation, Increase (Decrease) for Purchase, Sale, and Settlement Short-term investments Short-Term Investments Summary Of Significant Accounting Policies [Line Items] Summary Of Significant Accounting Policies [Line Items] Summary Of Significant Accounting Policies [Line Items] Investments Investments [Policy Text Block] Investments Other operating revenue Other Operating Revenue Product and Service, Other [Member] Assumptions Used for Benefit Plans Defined Benefit Plan, Assumptions [Table Text Block] Investments and other Other Comprehensive Income, Investments and Other, Net of Tax Other Comprehensive Income, Investments and Other, Net of Tax Fair Value [Line Items] Fair Value [Line Items] Fair Value [Line Items] Unrestricted liquidity required for credit agreement Debt Covenant, Required Liquidity Debt Covenant, Required Liquidity Tax effected amount of NOLs Operating Loss Carryforwards, Tax Effected Amount Operating Loss Carryforwards, Tax Effected Amount Total operating and nonoperating special charges (credits) and unrealized (gains) losses on investments, net Special Charges And Losses On Financial Instruments, Operating And Nonoperating, Before Tax Special Charges And Losses On Financial Instruments, Operating And Nonoperating, Before Tax Dividend to UAL Payments Of Dividends To Parent Company Payments of dividends to parent company. Information about Goodwill and Other Intangible Assets Schedule of Intangible Assets and Goodwill [Table Text Block] Number of days used to compute performance period average closing price of restricted stock units Determination Period Average Closing Price The time period over which the stock closing prices are averaged to arrive at a per-share valuation for equity based awards such as Restricted Stock Units, Performance Share and other equity based awards. Total Unrecorded Unconditional Purchase Obligation LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities and Equity [Abstract] Fair Value Estimate of Fair Value Measurement [Member] Fair Value, Recurring and Nonrecurring [Table] Fair Value, Recurring and Nonrecurring [Table] Time-Vested RSUs Time-Vested Restricted Stock Units (RSUs) [Member] Time-Vested Restricted Stock Units (RSUs) [Member] Accounts payable Accounts Payable, Current Income Tax Authority [Axis] Income Tax Authority [Axis] NOL and tax credit carryforwards, valuation allowance Operating Loss Carryforwards And Tax Credit Carryforwards, Valuation Allowance Operating Loss Carryforwards And Tax Credit Carryforwards, Valuation Allowance Number of employees Entity Number of Employees Less—Accumulated depreciation and amortization Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, Accumulated Depreciation and Amortization Frequent flyer deferred revenue Contract With Customer, Liability, Noncurrent, Frequent Flyer Contract With Customer, Liability, Noncurrent, Frequent Flyer Basic weighted-average shares outstanding (in shares) Weighted Average Number of Shares Outstanding, Basic Proceeds from the issuance of common stock Proceeds from Issuance of Common Stock Ownership stake Equity Method Investment, Ownership Percentage Change in plan assets: Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] After 2027 Contractual Obligation, to be Paid, after Year Five  Percent of Total Defined Benefit Plan, Plan Assets, Target Allocation, Percentage Class of Warrant or Right [Domain] Class of Warrant or Right [Domain] Preferred stock Preferred Stock, Value, Issued Health care cost trend rate assumed for next year Defined Benefit Plan, Health Care Cost Trend Rate Assumed, Next Fiscal Year Republic Republic Airways Holdings, Inc. [Member] Republic Airways Holdings, Inc. [Member] Restricted cash Restricted Cash, Current Property, Plant and Equipment [Line Items] Property, Plant and Equipment [Line Items] Expenses Costs and Expenses, Related Party Entity Well-known Seasoned Issuer Entity Well-known Seasoned Issuer Schedule of Long-term Debt Instruments [Table] Schedule of Long-Term Debt Instruments [Table] Level 3 Fair Value, Inputs, Level 3 [Member] Restructuring and Related Activities [Abstract] Restructuring and Related Activities [Abstract] SHARE-BASED COMPENSATION PLANS Share-Based Payment Arrangement [Text Block] Nondeductible transportation fringe benefit Effective Income Tax Rate Reconciliation, Nondeductible Expense, Amount Information Related to Share-Based Compensation Plan Cost Share-Based Payment Arrangement, Cost by Plan [Table Text Block] Additional Information Related to Leases Lessee, Operating And Finance Leases, Weighted-Average Assumptions [Table Text Block] Lessee, Operating And Finance Leases, Weighted-Average Assumptions [Table Text Block] Lease terms of additional leases that have not yet commenced (up to) Lessee, Operating And Finance Lease, Not Yet Commenced, Term Of Contract Lessee, Operating And Finance Lease, Not Yet Commenced, Term Of Contract Term of debt Debt Instrument, Term Temporary Differences and Carryforwards Giving Rise to Deferred Tax Assets and Liabilities Schedule of Deferred Tax Assets and Liabilities [Table Text Block] Collaborative Arrangement and Arrangement Other than Collaborative [Axis] Collaborative Arrangement and Arrangement Other than Collaborative [Axis] Guarantor Obligations, Nature [Axis] Guarantor Obligations, Nature [Axis] Extinguishment of debt, amount Extinguishment of Debt, Amount Dilutive effect of employee stock awards (in shares) Incremental Common Shares Attributable to Dilutive Effect of Share-Based Payment Arrangements Number of Firm Commitments Unrecorded Unconditional Purchase Obligation, Minimum Quantity Required SEC Schedule, 12-09, Valuation Allowances and Reserves Type [Axis] SEC Schedule, 12-09, Valuation Allowances and Reserves Type [Axis] Organization, Consolidation and Presentation of Financial Statements [Abstract] Organization, Consolidation and Presentation of Financial Statements [Abstract] Cash received under the payroll support program Proceeds From Government Assistance Proceeds From Government Assistance Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] AOCI Attributable to Parent, Net of Tax [Roll Forward] AOCI Attributable to Parent, Net of Tax [Roll Forward] Level 2 Fair Value, Inputs, Level 2 [Member] Embraer EMB 145LR Embraer EMB 145LR [Member] Embraer EMB 145LR Current Fiscal Year End Date Current Fiscal Year End Date Airline Destination [Domain] Airline Destination [Domain] Finite-Lived Intangible Assets [Line Items] Finite-Lived Intangible Assets [Line Items] Intangibles, less accumulated amortization (2022—$1,472; 2021—$1,544) Intangible Assets, Net (Excluding Goodwill) Unconditional Purchase Obligation, Category of Goods or Services Acquired [Domain] Unconditional Purchase Obligation, Category of Goods or Services Acquired [Domain] Stock-settled share-based compensation APIC, Share-Based Payment Arrangement, Increase for Cost Recognition Plan participants' contributions Defined Benefit Plan, Benefit Obligation, Contributions by Plan Participant 2026 Unrecorded Unconditional Purchase Obligation, to be Paid, Year Four Total current liabilities Liabilities, Current Grant income Grant Income Grant Income Number of aircraft acquired with exercised purchase options Number of Aircraft Acquired with Exercised Purchase Options Number of Aircraft Acquired with Exercised Purchase Options Passenger revenue Passenger [Member] Nonoperating credit loss on BRW Term Loan and related guarantee Expected credit loss allowance recorded Financing Receivable, Credit Loss, Expense (Reversal) Restricted cash - current Restricted Cash, Current, Fair Value Disclosure Restricted Cash, Current, Fair Value Disclosure Unrecognized tax benefits that would impact effective tax rate if recognized Unrecognized Tax Benefits that Would Impact Effective Tax Rate Nonoperating income (expense): Nonoperating Income (Expense) [Abstract] Percentage of employees represented by various U.S. labor organizations Percentage Of Employees Represented By Labor Organizations Percentage of employees represented by labor organizations Advance ticket sales Contract With Customer, Liability, Current, Advance Ticket Sales Contract With Customer, Liability, Current, Advance Ticket Sales Additional issuance due to achievement of performance metrics (in dollars per share) Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Additional Issuance Due to Achievement of Performance Metrics, Weighted-Average Grant Price Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Additional Issuance Due to Achievement of Performance Metrics, Weighted-Average Grant Price Income Tax Authority [Domain] Income Tax Authority [Domain] CARES Act Warrants CARES Act Warrants [Member] CARES Act Warrants Other, net Proceeds from (Payments for) Other Financing Activities Other assets: Other Assets, Noncurrent [Abstract] Payroll Support Program 2 and 3 (PSP 2 & 3) Note Payroll Support Program 2 and 3 (PSP 2 & 3) Note [Member] Payroll Support Program 2 and 3 (PSP 2 & 3) Note Unrealized gains (losses) on investments, net Unrealized (gains) losses on investments Unrealized Gain (Loss) on Investments Tradenames and logos Tradenames And Logos [Member] Tradenames And Logos [Member] Weighted-average remaining lease term - finance leases Finance Lease, Weighted Average Remaining Lease Term Fair Value Disclosures [Abstract] Fair Value Disclosures [Abstract] Available under revolving credit facility Line of Credit Facility, Remaining Borrowing Capacity Credit Facility [Axis] Credit Facility [Axis] Expense for defined contribution plans Defined Contribution Plan, Employer Discretionary Contribution Amount Equity [Abstract] Equity [Abstract] Hubs Hubs [Member] Hubs [Member] Vested (in shares) Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period Entity Tax Identification Number Entity Tax Identification Number Employee benefits, including pension, postretirement and medical Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits Schedule Of Defined Benefit Plans And Defined Contribution Plans Disclosures [Table] Schedule Of Defined Benefit Plans And Defined Contribution Plans Disclosures [Table] Schedule Of Defined Benefit Plans And Defined Contribution Plans Disclosures Underlying debt and interest Guarantor obligations, maximum exposure Guarantor Obligations, Maximum Exposure, Undiscounted Net actuarial loss Defined Benefit Plan, Accumulated Other Comprehensive Income (Loss), Gain (Loss), before Tax Income Tax Provision (Benefit) Differed from Amounts Computed at the Statutory Federal Income Tax Rate and Significant Components Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] Net increase (decrease) in cash, cash equivalents and restricted cash Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect Advance Ticket Sales Advance Ticket Sales [Member] Advance Ticket Sales [Member] Deferred Income Tax Assets And Liabilities [Table] Deferred Income Tax Assets And Liabilities [Table] Deferred Income Tax Assets And Liabilities [Table] State income tax provision (benefit), net of federal income tax benefit Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount Components of Special Charges Restructuring and Related Costs [Table Text Block] Performance-Based RSUs Performance-Based Restricted Stock Units (RSUs) [Member] Performance-Based Restricted Stock Units (RSUs) [Member] Entity Central Index Key Entity Central Index Key Antidilutive Securities, Name [Domain] Antidilutive Securities, Name [Domain] Mainline Aircraft Mainline [Member] Interest income Investment Income, Interest Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward] Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward] Finite-Lived Intangible Assets by Major Class [Axis] Finite-Lived Intangible Assets by Major Class [Axis] UAL and United UAL And United [Member] UAL And United [Member] Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table] Income Taxes [Line Items] Income Taxes [Line Items] Income Taxes [Line Items] Entity [Domain] Entity [Domain] City Area Code City Area Code ASSETS Assets [Abstract] Ancillary Fees Recorded within Passenger Revenues Passenger - Ancillary Fees [Member] Passenger - Ancillary Fees [Member] Impairments related to cancelled projects Impairment of Ongoing Project PSP Notes Payroll Support Program (PSP) Note [Member] Payroll Support Program (PSP) Note [Member] Sale of Stock [Axis] Sale of Stock [Axis] Pacific Pacific Destination [Member] Total liability Defined Benefit Plan, Amounts for Asset (Liability) Recognized in Statement of Financial Position 2023 Long-Term Debt, Maturity, Year One Investing and Financing Activities Not Affecting Cash: Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] Variable Rate [Axis] Variable Rate [Axis] Number of Shares of UAL Common Stock (in shares) Class of Warrant or Right, Outstanding Other Other Liabilities, Noncurrent Increase (decrease) in other liabilities Increase (Decrease) in Other Operating Liabilities Projected amortization expense in 2023 Finite-Lived Intangible Asset, Expected Amortization, Year One After 2027 Finance Lease, Liability, to be Paid, after Year Five Projected benefit obligation at beginning of year Projected benefit obligation at end of year Defined Benefit Plan, Benefit Obligation Computation of Earnings Per Share Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] Notes receivables Notes Receivable, Related Parties Right-of-use assets acquired through operating leases Right-of-Use Asset Obtained in Exchange for Operating Lease Liability NOL expiration period Operating Loss Carryforwards, Expiration Period Operating Loss Carryforwards, Expiration Period SPECIAL CHARGES (CREDITS) Business Acquisition, Integration, Restructuring and Other Related Costs [Text Block] Increase in frequent flyer deferred revenue Increase (Decrease) in Contract with Customer, Liability, Frequent Flyer Increase (Decrease) in Contract with Customer, Liability, Frequent Flyer Other Postretirement Benefits Other Postretirement Other Postretirement Benefits Plan [Member] Employee Classification [Axis] Employee Classification [Axis] Employee Classification Increase (Decrease) in Stockholders' Equity [Roll Forward] Increase (Decrease) in Stockholders' Equity [Roll Forward] Minimum lease payments Lessee, Operating Lease, Liability, to be Paid Rate of compensation increase Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Rate of Compensation Increase Number Of Aircrafts Expected To Take Delivery [Abstract] Number Of Aircrafts Expected To Take Delivery [Abstract] Number Of Aircrafts Expected To Take Delivery Entity Address, Postal Zip Code Entity Address, Postal Zip Code Payroll Support Program (PSP1) Note Payroll Support Program 1 (PSP1) Note [Member] Payroll Support Program (PSP) Note [Member] 2024 Long-Term Debt, Maturity, Year Two Short-term investments Investments, Fair Value Disclosure Latin America Latin America Destination [Member] Obsolescence allowance-spare parts SEC Schedule, 12-09, Reserve, Inventory [Member] Income Tax Disclosure [Abstract] Income Tax Disclosure [Abstract] Loss contingency, loss in period Loss Contingency, Loss in Period Depreciation Deferred Tax Liabilities, Property, Plant and Equipment Deductions SEC Schedule, 12-09, Valuation Allowances and Reserves, Deduction 2021 ATM Offering 2021 ATM Offering [Member] 2021 ATM Offering Computer software Software and Software Development Costs [Member] Changes in operating assets and liabilities - Increase (Decrease) in Other Operating Assets and Liabilities, Net [Abstract] Proceeds from equity issuance Proceeds from issuance of parent company stock Proceeds from Issuance or Sale of Equity Loans And Leases From Non U S Entities Loans And Leases From Non U S Entities [Member] Loans And Leases From Non U.S Entities [Member] Investing Activities: Net Cash Provided by (Used in) Investing Activities, Continuing Operations [Abstract] Other, net Payments for (Proceeds from) Other Investing Activities Statistical Measurement [Domain] Statistical Measurement [Domain] 2032 Net Operating Loss Carry Forward Expiration Year 2032 [Member] Net Operating Loss Carry Forward Expiration Year 2032 Indefinite-lived Intangible Assets, Major Class Name [Domain] Indefinite-Lived Intangible Assets, Major Class Name [Domain] Proceeds from issuance of debt Proceeds from Issuance of Debt Aircraft [Domain] Aircraft [Domain] Number of aircraft held for sale Number of Aircraft Held for Sale Number of Aircraft Held for Sale Share-based Payment Arrangement [Abstract] Share-Based Payment Arrangement [Abstract] Contracts Contracts [Member] Contracts [Member] Net periodic benefit cost (credit) Defined Benefit Plan, Net Periodic Benefit Cost (Credit) Federal Domestic Tax Authority [Member] Total operating property and equipment, net Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization Repurchases of common stock Treasury Stock, Value, Acquired, Cost Method Net income (loss) Net income (loss) Net Income (Loss) Attributable to Parent LEASES AND CAPACITY PURCHASE AGREEMENTS Lessee, Finance Leases [Text Block] Other Other Intangible Assets [Member] Cumulative Effect, Period of Adoption [Axis] Cumulative Effect, Period of Adoption [Axis] Senior secured notes Secured Debt Contractual Principal Payments under Outstanding Long-Term Debt Agreements Schedule of Maturities of Long-Term Debt [Table Text Block] Subsequent Event Type [Axis] Subsequent Event Type [Axis] Amortization of prior service credits Defined Benefit Plan, Amortization of Prior Service Cost (Credit) Summary Of Significant Accounting Policies [Table] Summary Of Significant Accounting Policies [Table] Summary Of Significant Accounting Policies [Table] Other unsecured debt Other Unsecured Debt [Member] Other Unsecured Debt Rate of compensation increase Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Rate of Compensation Increase Route authorities Route Authorities [Member] Route Authorities [Member] Total operating and nonoperating special charges (credits) and unrealized (gains) losses on investments, net of income taxes Special Items Net of Income Tax Benefit(s) Total special items in the period. Scenario [Axis] Scenario [Axis] Valuation allowance Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount Restructuring Plan [Axis] Restructuring Plan [Axis] Class of Warrant or Right [Line Items] Class of Warrant or Right [Line Items] LEASES AND CAPACITY PURCHASE AGREEMENTS Lessee, Operating Leases [Text Block] Fulcrum BioEnergy, Inc., Boom, Alder Fuels LLC, Heart Aerospace Incorporated and ZeroAvia, Inc. Fulcrum BioEnergy, Inc., Boom, Alder Fuels LLC, Heart Aerospace Incorporated and ZeroAvia, Inc. [Member] Fulcrum BioEnergy, Inc., Boom, Alder Fuels LLC, Heart Aerospace Incorporated and ZeroAvia, Inc. Number of operating segments Number of Operating Segments Statement of Cash Flows [Abstract] Statement of Cash Flows [Abstract] Level 1 Fair Value, Inputs, Level 1 [Member] Pension and Other Postretirement Defined Benefit Plan, Expected Future Benefit Payment [Abstract] Prior service cost Defined Benefit Plan, Accumulated Other Comprehensive (Income) Loss, Prior Service Cost (Credit), before Tax Net cash provided by (used in) operating activities Net Cash Provided by (Used in) Operating Activities Summary of RSU and Restricted Stock Activity Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity [Table Text Block] Overview Unusual or Infrequent Items, or Both, Disclosure [Text Block] Carrying value of computer software Capitalized Computer Software, Gross Document Annual Report Document Annual Report 2023 Number Of Aircrafts Expected To Take Delivery, Year One Number Of Aircrafts Expected To Take Delivery, Year One Legal Entity [Axis] Legal Entity [Axis] Other Defined Benefit Plan, Other Cost (Credit) Schedule of Cash and Cash Equivalents [Table] Schedule of Cash and Cash Equivalents [Table] Noncurrent liability Liability, Defined Benefit Plan, Noncurrent Special termination benefit Defined Benefit Plan, Benefit Obligation, Special and Contractual Termination Benefits Issuance of common stock Impact of UAL common stock issuance Stock Issued During Period, Value, New Issues Operating and non-operating special charges, non-cash portion Restructuring Costs and Asset Impairment Charges Estimated Useful Lives of Property and Equipment Property, Plant and Equipment [Table Text Block] B-737-Max B-737-Max [Member] Awards Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] MileagePlus Senior Secured Notes 6.50% Senior Secured Notes Due 2027 (Mileage Plus Senior Secured Notes) [Member] 6.50% Senior Secured Notes Due 2027 (Mileage Plus Senior Secured Notes) 2025 Defined Benefit Plan, Expected Future Benefit Payment, Year Three Number of call options to purchase regional jet aircraft Number of Call Options To Purchase Regional Jet Aircraft Number of Call Options To Purchase Regional Jet Aircraft Restructuring Type [Axis] Restructuring Type [Axis] Product and Service [Domain] Product and Service [Domain] Operating Activities: Net Cash Provided by (Used in) Operating Activities, Continuing Operations [Abstract] Entity Shell Company Entity Shell Company Allocation of Plan Assets Schedule of Allocation of Plan Assets [Table Text Block] 2023 Lessee, Operating Lease, Liability, to be Paid, Year One Airline Destinations [Axis] Airline Destinations [Axis] Additional interest required if minimum ratio is not met, percent Additional Interest Required if Minimum Ratio is Not Met, Percent Additional Interest Required if Minimum Ratio is Not Met, Percent Financial Instrument [Axis] Financial Instrument [Axis] 2025 Long-Term Debt, Maturity, Year Three SEC Schedule, 12-09, Valuation Allowances and Reserves [Domain] SEC Schedule, 12-09, Valuation Allowances and Reserves [Domain] Subsequent Event Subsequent Event [Member] Document Period End Date Document Period End Date Components of Accumulated Other Comprehensive Income, Net of Tax Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] Total assets Assets Earnings Per Share [Abstract] Earnings Per Share [Abstract] Equity securities Equity Securities, FV-NI, Current Plan length Multiemployer Plan, Rehabilitation Plan Term Multiemployer Plan, Rehabilitation Plan Term Antidilutive Securities [Axis] Antidilutive Securities [Axis] 2023 Contractual Obligation, to be Paid, Year One 2027 Lessee, Operating Lease, Liability, to be Paid, Year Five Purchase deposits for flight equipment Deposits on Flight Equipment Long-term debt, fair value Long-Term Debt, Fair Value Amounts reclassified to earnings Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent Accrued salaries and benefits Employee-related Liabilities, Current Asset-backed securities Asset-Backed Securities [Member] Income (loss) before income taxes Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest Deferred income tax expense Deferred Income Taxes and Tax Credits Amortization of debt discount and debt issuance costs Amortization of Debt Issuance Costs and Discounts EARNINGS (LOSS) PER SHARE Earnings Per Share [Text Block] Dilutive effect of stock warrants (in shares) Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants Regional Aircraft Regional Carrier [Member] Cash and Cash Equivalents and Restricted Cash Cash and Cash Equivalents, Policy [Policy Text Block] Award Type [Domain] Award Type [Domain] Accounts Receivable Receivable [Policy Text Block] Amounts recognized in the consolidated balance sheets consist of: Defined Benefit Plan, Amounts for Asset (Liability) Recognized in Statement of Financial Position [Abstract] Participation in the IAM National Pension Plan Multiemployer Plan [Table Text Block] Payable to parent Payable to Shareholders or Affiliates for Issuance of Capital Stock Payable to Shareholders or Affiliates for Issuance of Capital Stock Financing Activities: Net Cash Provided by (Used in) Financing Activities, Continuing Operations [Abstract] Issuance of common stock (in shares) Sale of common stock (in shares) Stock Issued During Period, Shares, New Issues Uncertain Income Tax Positions Income Tax Uncertainties, Policy [Policy Text Block] Part-Time Employees Part-Time Employees [Member] Part-Time Employees Entity Address, City or Town Entity Address, City or Town Operating: Operating Expenses [Abstract] Years 2028 – 2032 Defined Benefit Plan, Expected Future Benefit Payment, after Year Five for Next Five Years Restricted cash Restricted Cash and Cash Equivalents, Current Statement of Financial Position [Abstract] Statement of Financial Position [Abstract] Ownership stake Equity Investment, Ownership Percentage Equity Investment, Ownership Percentage 100 basis points decrease in the weighted average discount rate Defined Benefit Plan, Effect Of 100 Basis Point Decrease In Discount Rate On Benefit Obligation Defined Benefit Plan, Effect Of 100 Basis Point Decrease In Discount Rate On Benefit Obligation Auditor Name Auditor Name Pension Benefits Pension Pension Plan [Member] NOL carryforwards Operating Loss Carryforwards Amounts reclassified to earnings, deferred taxes Reclassification from AOCI, Current Period, Tax Purchases of short-term and other investments Payments to Acquire Short-Term Investments Defined Benefit Plan, Plan Assets, Category [Line Items] Defined Benefit Plan, Plan Assets, Category [Line Items] Assets Measured at NAV Fair Value Measured at Net Asset Value Per Share [Member] Building improvements Building Improvements [Member] Number of regional aircraft Number of Aircraft Operated Equity Awards - RSUs Restricted Stock Units (RSUs) - Equity Awards [Member] Restricted Stock Units (RSUs) - Equity Awards [Member] VARIABLE INTEREST ENTITIES ("VIE") Variable Interest Entity Disclosure [Text Block] RSUs Restricted Stock Units (RSUs) [Member] Held at year end Defined Benefit Plan, Plan Assets Level 3 Reconciliation, Increase (Decrease) for Actual Return (Loss) on Plan Assets Still Held 2028 Net Operating Loss Carry Forward Expiration Year 2028 [Member] Net Operating Loss Carry Forward Expiration Year 2028 [Member] Gain (loss) on net charges Gain (Loss) On Net Charges Gain (Loss) On Net Charges Cash and cash equivalents Cash and Cash Equivalents, Fair Value Disclosure Frequent Flyer Frequent Flyer Program [Member] Frequent Flyer Program [Member] Employee Classification [Domain] Employee Classification [Domain] Employee Classification [Domain] LIBOR London Interbank Offered Rate (LIBOR) [Member] Cargo Cargo and Freight [Member] Number of aircraft subject to embedded leases Number of Aircraft Subject To Embedded Leases Number of Aircraft Subject To Embedded Leases Defined Benefit Plan Assets Measured at Fair Value Using Unobservable Inputs Schedule of Effect of Significant Unobservable Inputs, Changes in Plan Assets [Table Text Block] Full-Time Employees Full-Time Employees [Member] Full-Time Employees Frequent flier program expiration period Frequent Flyer Mileage Program Expiration Period Frequent flyer mileage program expiration period. Amortization expense Amortization of Intangible Assets Exercise Price (in dollars per share) Class of Warrant or Right, Exercise Price of Warrants or Rights Interest Interest Paid, Excluding Capitalized Interest, Operating Activities 2025 Lessee, Operating Lease, Liability, to be Paid, Year Three Aircraft maintenance materials and outside repairs Aircraft Maintenance, Materials, and Repairs Defined Benefit Plan Disclosure [Line Items] Defined Benefit Plan Disclosure [Line Items] Number of shares issuable under Equity Distribution Agreement (up to) (in shares) Sale Of Stock, Number Of Shares Issuable Under Agreement Sale Of Stock, Number Of Shares Issuable Under Agreement Schedule of Change in Assumptions on Net Periodic Benefit Cost and Benefit Obligations Schedule of Change in Assumptions on Net Periodic Benefit Cost and Benefit Obligations [Table Text Block] Schedule of Change in Assumptions on Net Periodic Benefit Cost and Benefit Obligations Pension and Other Postretirement Liabilities Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] Routes Use Rights [Member] Distribution expenses Selling Expense 2029 Net Operating Loss Carry Forward Expiration Year 2029 [Member] Net Operating Loss Carry Forward Expiration Year 2029 [Member] Treasury Stock Treasury Stock [Member] Total stockholders' equity Balance Balance Stockholders' Equity Attributable to Parent Tax credits Tax Credit Carryforward, Amount Forfeited (in dollars per share) Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value Carrying amount of loan receivable Financing Receivable, after Allowance for Credit Loss Other Deferred Tax Assets, Other A350 Airbus A350 [Member] Airbus A350 [Member] Intangibles, accumulated amortization Accumulated Amortization Finite-Lived Intangible Assets, Accumulated Amortization Projected amortization expense in 2025 Finite-Lived Intangible Asset, Expected Amortization, Year Three 2027 Long-Term Debt, Maturity, Year Five Retained Earnings Retained Earnings [Member] United Airlines, Inc. United Air Lines Inc [Member] United Airlines, Inc. [Member] Total lease cost Lease, Cost Common Stock Common Stock [Member] Components of Lease Cost Lease, Cost [Table Text Block] 100 basis points decrease in the weighted average discount rate Defined Benefit Plan, Effect Of 100 Basis Point Decrease In Discount Rate On Net Periodic Benefit Cost Defined Benefit Plan, Effect Of 100 Basis Point Decrease In Discount Rate On Net Periodic Benefit Cost Statement [Table] Statement [Table] Vested (in dollars per share) Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value Surcharge imposed Multiemployer Plan, Pension, Significant, Surcharge [Fixed List] PSP1 Warrants Payroll Support Program 1 (PSP1) Warrants [Member] Payroll Support Program 1 (PSP1) Warrants Long-term obligations under operating leases Long-term lease obligations Operating Lease, Liability, Noncurrent Description of Fair Value of Financial Instruments and Fair Value Methodology Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] Statistical Measurement [Axis] Statistical Measurement [Axis] Repurchases of common stock (in shares) Treasury Stock, Shares, Acquired Regional capacity purchase Airline, Capacity Purchase Arrangements Gross  Carrying Amount Indefinite-Lived Intangible Assets (Excluding Goodwill) Other operating activities Other Operating Activities, Cash Flow Statement Other liabilities and deferred credits: Deferred Credits and Other Liabilities [Abstract] Equity Components [Axis] Equity Components [Axis] Amounts Recognized in Consolidated Balance Sheet and Accumulated Other Comprehensive Income (Loss) Schedule of Amounts Recognized in Balance Sheet [Table Text Block] Airport slots Airport Slots And Gates Indefinite Lived [Member] Airport Slots And Gates [Member] Statement [Line Items] Statement [Line Items] Allowance for credit losses - notes receivable SEC Schedule, 12-09, Allowance, Notes Receivable [Member] Number of technicians Number of Technicians Number of Technicians Outstanding (in shares) Outstanding (in shares) Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number Total nonoperating expense, net Nonoperating Income (Expense) Variable Rate [Domain] Variable Rate [Domain] Gross Carrying Amount Finite-Lived Intangible Assets, Gross Operating lease right-of-use assets Operating Lease, Right-of-Use Asset Accumulated Other Comprehensive Income (Loss) AOCI Attributable to Parent [Member] ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) ("AOCI") Comprehensive Income (Loss) Note [Text Block] Auditor Firm ID Auditor Firm ID 737 MAX 737 Max [Member] 737 Max Type of Restructuring [Domain] Type of Restructuring [Domain] Document Transition Report Document Transition Report 2024 Defined Benefit Plan, Expected Future Benefit Payment, Year Two Local Phone Number Local Phone Number Number of regional carriers Number of Regional Carriers Number of Regional Carriers Operating income (loss) Operating Income (Loss) 2024 Contractual Obligation, to be Paid, Year Two Other operating expenses Other Cost and Expense, Operating Champlain Champlain Enterprises LLC [Member] Champlain Enterprises LLC [Member] State State and Local Jurisdiction [Member] Cash Collateralized Letters of Credit Collateralized Debt Obligations [Member] Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities - Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] Cash paid for amounts included in the measurement of lease liabilities: Cash Flow, Leases, Lessee [Abstract] Cash Flow, Leases, Lessee [Abstract] Property and Equipment Property, Plant and Equipment, Policy [Policy Text Block] Junior preferred stock par value per share (in dollars per share) Preferred Stock, Par or Stated Value Per Share 2026 Lessee, Operating Lease, Liability, to be Paid, Year Four Income Statement [Abstract] Income Statement [Abstract] Stock options granted (in shares) Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross Labor negotiations, length of contract extension Labor Negotiations, Length of Contract Extension Labor Negotiations, Length of Contract Extension Variable and short-term lease cost Variable And Short-Term Lease, Cost Variable And Short-Term Lease, Cost Impairment, long-lived asset Impairment, Long-Lived Asset, Held-for-Use Additional Capital Invested Additional Paid-in Capital [Member] Document Fiscal Period Focus Document Fiscal Period Focus Summary of Commitments Unrecorded Unconditional Purchase Obligations Disclosure [Table Text Block] Restricted cash Restricted Cash, Noncurrent Diluted weighted-average shares outstanding (in shares) Weighted Average Number of Shares Outstanding, Diluted Alliances Alliances [Member] Alliances [Member] Intangibles Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] ICFR Auditor Attestation Flag ICFR Auditor Attestation Flag Aircraft notes Used Aircraft Facility [Member] Used Aircraft Facility Carrying Amount Reported Value Measurement [Member] Granted (in dollars per share) Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value Total other liabilities and deferred credits Other Liabilities And Deferred Credits, Noncurrent Other Liabilities And Deferred Credits, Noncurrent Financial Assets and Liabilities Measured at Fair Value on Recurring Basis Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] Intrinsic value of stock options exercisable Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Intrinsic Value Preferred stock authorized to issue (in shares) Preferred Stock, Shares Authorized Boeing 737 Max Boeing 787 [Member] Boeing 787. 2025 Contractual Obligation, to be Paid, Year Three COMMITMENTS AND CONTINGENCIES Commitments and Contingencies Disclosure [Text Block] Warrants issued Adjustments to Additional Paid in Capital, Warrant Issued Aircraft fuel Fuel Costs Initial term of operating leases Lessee, Operating And Finance Leases, Term Of Contract Lessee, Operating And Finance Leases, Term Of Contract Earnings (loss) available to common stockholders Net Income (Loss) Available to Common Stockholders, Basic Proceeds from issuance of debt, net of discounts and fees Proceeds from Issuance of Long-Term Debt Common shares, issued (in shares) Common Stock, Shares, Issued Interest capitalized Interest Costs Capitalized Adjustment Investments in securities accounted for under the equity method Equity Method Investments Aircraft Type [Axis] Aircraft Type [Axis] Current maturities of finance leases Less: current maturities of lease obligations Finance Lease, Liability, Current Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Net cash provided by (used in) investing activities Net Cash Provided by (Used in) Investing Activities Aggregate principal amount Debt Instrument, Face Amount Accounts payable Accounts Payable, Related Parties, Current Total comprehensive income (loss), net Comprehensive Income (Loss), Net of Tax, Attributable to Parent Contingent liabilities based on participation Guarantor Obligations, Current Carrying Value Entity Current Reporting Status Entity Current Reporting Status Other Other Liabilities, Current NOLs without an expiration date Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration Aircraft fuel, spare parts and supplies, less obsolescence allowance (2022—$610; 2021—$546) Airline Related Inventory, Net Income Taxes [Table] Income Taxes [Table] Income Taxes [Table] Reconciliation of the Change in Benefit Obligation and Plan Assets and Funded Status Schedule of Net Funded Status [Table Text Block] Tangible asset impairment charges Tangible Asset Impairment Charges 2023 Finance Lease, Liability, to be Paid, Year One Disaggregation of Revenue [Table] Disaggregation of Revenue [Table] Income tax expense (benefit), net of valuation allowance Income Tax Expense (Benefit) Special Charges Income tax expense (benefit) special charges. Number of aircraft subject to operating leases Number Of Aircraft Subject To Operating Leases Number Of Aircraft Subject To Operating Leases Employee Separation Employee Severance [Member] Additions Charged to Costs and Expenses SEC Schedule, 12-09, Valuation Allowances and Reserves, Additions, Charge to Cost and Expense Stock option awards outstanding (in shares) Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number Other financing liabilities Deferred Tax Assets, Other Financing Liability Deferred Tax Assets, Other Financing Liability Other Stockholders' Equity, Other 2024 Finance Lease, Liability, to be Paid, Year Two Nonoperating unrealized (gains) losses on investments, net Gain (Loss) On Financial Instruments, Non-Operating Gain (Loss) On Financial Instruments, Non-Operating 2023 Unrecorded Unconditional Purchase Obligation, to be Paid, Year One Airbus A319 & Boeing 737-700 Airbus A319 & Boeing 737-700 [Member] Airbus A319 & Boeing 737-700 2033 Net Operating Loss Carry Forward Expiration Year 2033 [Member] Net Operating Loss Carry Forward Expiration Year 2033 2026 Contractual Obligation, to be Paid, Year Four Long-term debt, carrying amount Long-term debt Long term debt Long-Term Debt Forfeited (in shares) Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeited in Period Miscellaneous, net Other Nonoperating Income (Expense) Credit Agreement Credit Agreement [Member] Credit Agreement [Member] Guarantor Obligations, Nature [Domain] Guarantor Obligations, Nature [Domain] Grant income Proceeds From Government Assistance, Grants Proceeds From Government Assistance, Grants Class of Warrant or Right [Axis] Class of Warrant or Right [Axis] PSP3 Warrants Payroll Support Program 3 (PSP 3) Warrants [Member] Payroll Support Program 3 (PSP 3) Warrants Accumulated other comprehensive income (loss) Accumulated Other Comprehensive Income (Loss), Net of Tax Indirect Guarantee of Indebtedness Indirect Guarantee of Indebtedness [Member] Capital loss carryforwards, valuation allowance Capital Loss Carryforwards, Valuation Allowance Capital Loss Carryforwards, Valuation Allowance Expected return on plan assets Expected Long-Term Rate of Return Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-Term Rate of Return on Plan Assets Curtailment Defined Benefit Plan, Benefit Obligation, (Increase) Decrease for Curtailment Employee stock awards Share-Based Payment Arrangement [Member] Total current assets Assets, Current Income taxes Income Taxes Paid, Net Dividend to UAL Capital Contributions To Parent Capital Contributions To Parent Settlement loss - Voluntary Programs Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due To Settlement, Restructuring Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due To Settlement, Restructuring Revenue recognized Contract with Customer, Liability, Revenue Recognized Entity Small Business Entity Small Business Measurement Basis Measurement Basis [Axis] Operating revenue: Revenues [Abstract] After 2027 Unrecorded Unconditional Purchase Obligation, to be Paid, after Year Five SIGNIFICANT ACCOUNTING POLICIES Significant Accounting Policies [Text Block] Unearned Compensation Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount Nonoperating special termination benefits and settlement losses Settlement losses related to defined benefit pension plans Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due To Settlement, Restructuring And Special And Contractual Termination Benefits Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due To Settlement, Restructuring And Special And Contractual Termination Benefits SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] Liability Awards - RSUs Restricted Stock Units (RSUs) - Liability Awards [Member] Restricted Stock Units (RSUs) - Liability Awards [Member] Potential number of aircraft operated Potential Number of Aircraft Operated Potential Number of Aircraft Operated Intrinsic value of stock options outstanding Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value Property, Plant and Equipment, Type [Domain] Long-Lived Tangible Asset [Domain] Proceeds from sale of short-term and other investments Proceeds from Sale, Maturity and Collection of Investments Special Charges [Line Items] Special Charges [Line Items] Special Charges [Line Items] Total operating expense Costs and Expenses Deposit administration fund Deposit Administration Fund [Member] Deposit Administration Fund [Member] Debt Instrument [Line Items] Debt Instrument [Line Items] Class of Warrant or Right [Table] Class of Warrant or Right [Table] Stock issued for share-based awards, net of shares withheld for tax (in shares) Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture Present value of minimum lease payments Operating Lease, Liability U.S. government and agency notes US Government Agencies Debt Securities [Member] Balance at Beginning of Period Balance at End of Period SEC Schedule, 12-09, Valuation Allowances and Reserves, Amount Share-Based Compensation Share-Based Payment Arrangement [Policy Text Block] Minimum lease payments Finance Lease, Liability, to be Paid Summary of Scheduled Future Minimum Lease Payments Under Finance Leases Finance Lease, Liability, Fiscal Year Maturity [Table Text Block] Ticket Taxes Ticket Taxes [Policy Text Block] Ticket Taxes Rate to which the cost trend rate is assumed to decline (ultimate trend rate in 2033) Defined Benefit Plan, Ultimate Health Care Cost Trend Rate Bargaining on successor agreement, term Bargaining on Successor Agreement, Term Bargaining on Successor Agreement, Term Restricted cash - non-current Restricted Cash, Noncurrent, Fair Value Disclosure Restricted Cash Fair Value Disclosure Fixed-income securities Fixed Income Funds [Member] Projected amortization expense in 2024 Finite-Lived Intangible Asset, Expected Amortization, Year Two Benefits paid Defined Benefit Plan, Plan Assets, Benefits Paid Change in value, before tax OCI, before Reclassifications, before Tax, Attributable to Parent Floating Rate Debt Floating Rate Debt [Member] Floating Rate Debt [Member] Deferred income tax asset (liability): Deferred Tax Assets, Net [Abstract] 2027 Contractual Obligation, to be Paid, Year Five (Increase) decrease in other assets Increase (Decrease) in Other Operating Assets 2026 Long-Term Debt, Maturity, Year Four Auditor Location Auditor Location Number of planes permanently grounded Number Of Planes Permanently Grounded Number Of Planes Permanently Grounded Pension liability Liability, Defined Benefit Pension Plan, Noncurrent Entity Filer Category Entity Filer Category Preferred Stock Purchase Rights Stock warrants Warrant [Member] Additional issuance due to achievement of performance metrics Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Additional Issuance From Achievement of Performance Metrics Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Additional Issuance From Achievement of Performance Metrics Number of defined benefit pension plans Number of Defined Benefit Pension Plans Number of Defined Benefit Pension Plans MileagePlus Term Loan Facility MileagePlus (MP) Term Loan Facility [Member] MileagePlus (MP) Term Loan Facility Summary of Unearned Compensation and Weighted-Average Remaining Period to Recognize Costs Share-Based Payment Arrangement, Nonvested Award, Cost [Table Text Block] Amounts recognized in accumulated other comprehensive income ( loss) consist of: Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss) [Abstract] Compensation cost Share-Based Payment Arrangement, Expense Commitments and contingencies Commitments and Contingencies Security Exchange Name Security Exchange Name Weighted-average exercise price of stock options outstanding (in dollars per share) Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price Firm Commitments and Options to Purchase Aircraft and Summary of Commitments Long-Term Purchase Commitment [Table Text Block] Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] Total operating revenue Revenue Revenue from Contract with Customer, Excluding Assessed Tax Service cost Defined Benefit Plan, Service Cost Valuation allowance for deferred tax assets SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset [Member] Common stock reserved for future issuance (in shares) Common Stock, Capital Shares Reserved for Future Issuance Cover [Abstract] Cover [Abstract] Entity Voluntary Filers Entity Voluntary Filers Weighted-average discount rate - finance leases Finance Lease, Weighted Average Discount Rate, Percent Change in projected benefit obligation: Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] Deferred revenue Deferred Tax Assets, Deferred Income Investments [Domain] Investments [Domain] Other Defined Benefit Plan, Benefit Obligation, Increase (Decrease) for Other Change Total Aggregate balance Contractual Obligation Forecast Forecast [Member] Number of employees electing to voluntarily separate from the company Restructuring And Related Cost, Number Of Employees Voluntarily Separated Restructuring And Related Cost, Number Of Employees Voluntarily Separated Defined Benefit Plan, Plan Assets, Category [Axis] Defined Benefit Plan, Plan Assets, Category [Axis] Interest expense Interest Costs Incurred Payroll Support Program 2 & 3 (PSP 2 & 3) Warrants Payroll Support Program 2 & 3 (PSP 2 & 3) Warrants [Member] Payroll Support Program 2 & 3 (PSP 2 & 3) Warrants Balance, deferred taxes Balance, deferred taxes AOCI Tax, Attributable to Parent Documents Incorporated by Reference Documents Incorporated by Reference [Text Block] Discount rate Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate Amortization of unrecognized actuarial (gain) loss Defined Benefit Plan, Amortization of Gain (Loss) Multiemployer Plan Name [Axis] Retirement Plan Name [Axis] Total liabilities and stockholders' equity Liabilities and Equity Expiration period for refundable tickets Refundable Tickets, Expiration Period Refundable Tickets, Expiration Period Long-term Debt, Type [Axis] Long-Term Debt, Type [Axis] (Increase) decrease in receivables Increase (Decrease) in Receivables Non-travel miles redeemed Non-Travel Miles Redemption, Frequent Flyer Deferred Revenue Non-travel miles redemption, frequent flyer deferred revenue. Commitments and Contingencies [Line Items] Commitments and Contingencies [Line Items] Commitments And Contingencies [Line Items] Imputed interest Lessee, Operating Lease, Liability, Undiscounted Excess Amount Investments in affiliates and other, less allowance for credit losses (2022—$21; 2021—$622) Financing Receivable, after Allowance for Credit Loss, Noncurrent Earnings (loss) per share, diluted (in dollars per share) Earnings Per Share, Diluted Sale of Stock [Domain] Sale of Stock [Domain] Proceeds from sale of property and equipment Proceeds from Sale of Property, Plant, and Equipment Accumulated benefit obligation Defined Benefit Plan, Accumulated Benefit Obligation 2024 Lessee, Operating Lease, Liability, to be Paid, Year Two Mesa Air Group, Inc. Mesa Air Group, Inc. [Member] Mesa Air Group, Inc. Unrecognized tax benefits Unrecognized Tax Benefits Total deferred tax assets Deferred Tax Assets, Net of Valuation Allowance Intangibles Deferred Tax Liabilities, Intangible Assets Corporate debt Corporate Debt Securities [Member] Adoption of New Accounting Standard Cumulative Effect, Period of Adoption, Adjustment [Member] Discount rate Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate Summary of Scheduled Future Minimum Lease Payments under Operating Leases Lessee, Operating Lease, Liability, Maturity [Table Text Block] Entity Address, Address Line One Entity Address, Address Line One Long-term Purchase Commitment [Table] Long-Term Purchase Commitment [Table] Frequent Flyer Accounting Frequent Flier Program, Policy [Policy Text Block] Total Frequent flyer deferred revenue - beginning balance Total Frequent flyer deferred revenue - ending balance Contract with Customer, Liability Product and Service [Axis] Product and Service [Axis] Class of Stock [Domain] Class of Stock [Domain] Defined Benefit Plan, Plan Assets, Category [Table] Defined Benefit Plan, Plan Assets, Category [Table] Expected return on plan assets Defined Benefit Plan, Expected Return (Loss) on Plan Assets Special termination benefits Special termination benefits - Voluntary Programs Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due To Special And Contractual Termination Benefits Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due To Special And Contractual Termination Benefits Retirement Plan Type [Axis] Retirement Plan Type [Axis] Long-term Purchase Commitment [Line Items] Long-Term Purchase Commitment [Line Items] Summary of Long-Term Debt Schedule of Long-Term Debt Instruments [Table Text Block] Domestic (U.S. and Canada) Domestic Destination [Member] Operating lease right-of-use asset Deferred Tax Liabilities, Leasing Arrangements Buildings Building [Member] Proceeds from issuance of warrants Proceeds from Issuance of Warrants 2025 Unrecorded Unconditional Purchase Obligation, to be Paid, Year Three Funded status—Net amount recognized Defined Benefit Plan, Funded (Unfunded) Status of Plan Additional leases that have not yet commenced Lessee, Operating And Finance Lease, Not Yet Commenced, Amount Lessee, Operating And Finance Lease, Not Yet Commenced, Amount Advertising expense Advertising Expense Contributions Multiemployer Plan, Employer Contribution, Cost Operating Revenue by Principal Geographic Region Disaggregation of Revenue [Table Text Block] Total deferred tax liabilities Deferred Tax Liabilities, Gross Labor Costs Labor Costs [Policy Text Block] Labor Costs Policy Summary of Collateral Covenants and Cross Default Provisions Schedule of Financial Covenants [Table Text Block] Schedule of Financial Covenants Total operating property and equipment Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, before Accumulated Depreciation and Amortization Operating cash flows for finance leases Finance Lease, Interest Payment on Liability Plan participants' contributions Defined Benefit Plan, Plan Assets, Contributions by Plan Participant Multi-employer plan contributions Multiemployer Plan, Pension, Significant, Plan Contribution Schedule II - Valuation and Qualifying Accounts SEC Schedule, 12-09, Schedule of Valuation and Qualifying Accounts Disclosure [Text Block] Assumptions used to determine net expense Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] Projected amortization expense in 2027 Finite-Lived Intangible Asset, Expected Amortization, Year Five Projected benefit obligation Defined Benefit Plan, Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Projected Benefit Obligation Property and equipment acquired through the issuance of debt, finance leases and other Noncash or Part Noncash Acquisition, Fixed Assets Acquired Measurement Frequency [Axis] Measurement Frequency [Axis] Allowance for doubtful accounts SEC Schedule, 12-09, Allowance, Credit Loss [Member] Weighted- Average Grant Price Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] Audit Information [Abstract] Audit Information Loss contingency contract disputes Loss Contingency, Contract Disputes Loss Contingency, Contract Disputes Intangible assets impairment charges Impairment of Intangible Assets (Excluding Goodwill) Total accumulated other comprehensive loss Defined Benefit Plan, Accumulated Other Comprehensive (Income) Loss, before Tax Long-term Debt, Type [Domain] Long-Term Debt, Type [Domain] Retirement Benefits [Abstract] Retirement Benefits [Abstract] Travel miles redeemed Travel Miles Redemption, Frequent Flyer Deferred Revenue Travel miles redemption, frequent flyer deferred revenue. Statement of Stockholders' Equity [Abstract] Statement of Stockholders' Equity [Abstract] Income tax provision (benefit) at statutory rate Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount Advertising Advertising Cost [Policy Text Block] Actual income (loss) on plan assets: Defined Benefit Plan, Plan Assets Level 3 Reconciliation, Increase (Decrease) for Purchase, Sale, and Settlement [Abstract] Imputed interest Finance Lease, Liability, Undiscounted Excess Amount Voluntary Separation Leave Programs Voluntary Separation Leave (VSL) Programs [Member] Voluntary Separation Leave (VSL) Programs Impairment of assets Asset Impairment Charges Disaggregation of Revenue [Line Items] Disaggregation of Revenue [Line Items] Aircraft seats Aircraft Seats [Member] Aircraft Seats [Member] Accounting Standards Update [Extensible List] Accounting Standards Update [Extensible Enumeration] Accounting Standards Update 2016-13 [Member] EX-101.PRE 35 ual-20221231_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT GRAPHIC 36 boeing.jpg begin 644 boeing.jpg MB5!.1PT*&@H -24A$4@ 1T !"" 8 !JQ0+M 7-21T( KLX< MZ0 1G04U! "QCPO\804 )<$A9

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�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end GRAPHIC 37 image.jpg begin 644 image.jpg MB5!.1PT*&@H -24A$4@ +D J" 8 #O7_JQ 7-21T( KLX< MZ0 1G04U! "QCPO\804 )<$A9

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image1.jpg begin 644 image1.jpg MB5!.1PT*&@H -24A$4@ +D J" 8 #O7_JQ 7-21T( KLX< MZ0 1G04U! "QCPO\804 )<$A9

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image10.jpg begin 644 image10.jpg MB5!.1PT*&@H -24A$4@ +D J" 8 #O7_JQ 7-21T( KLX< MZ0 1G04U! "QCPO\804 )<$A9

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image16.jpg begin 644 image16.jpg MB5!.1PT*&@H -24A$4@ +D J" 8 #O7_JQ 7-21T( KLX< MZ0 1G04U! "QCPO\804 )<$A9

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image18.jpg begin 644 image18.jpg MB5!.1PT*&@H -24A$4@ 0T ^" 8 QBTZ_ 7-21T( KLX< MZ0 1G04U! "QCPO\804 )<$A9

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image19.jpg begin 644 image19.jpg MB5!.1PT*&@H -24A$4@ +D J" 8 #O7_JQ 7-21T( KLX< MZ0 1G04U! "QCPO\804 )<$A9

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image2.jpg begin 644 image2.jpg MB5!.1PT*&@H -24A$4@ +D J" 8 #O7_JQ 7-21T( KLX< MZ0 1G04U! "QCPO\804 )<$A9

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image20.jpg begin 644 image20.jpg MB5!.1PT*&@H -24A$4@ +D J" 8 #O7_JQ 7-21T( KLX< MZ0 1G04U! "QCPO\804 )<$A9

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image7.jpg begin 644 image7.jpg MB5!.1PT*&@H -24A$4@ +D J" 8 #O7_JQ 7-21T( KLX< MZ0 1G04U! "QCPO\804 )<$A9

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image9.jpg begin 644 image9.jpg MB5!.1PT*&@H -24A$4@ +D J" 8 #O7_JQ 7-21T( KLX< MZ0 1G04U! "QCPO\804 )<$A9

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image_0.jpg begin 644 image_0.jpg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image_01.jpg begin 644 image_01.jpg MB5!.1PT*&@H -24A$4@ [$ #8" ( "R4O,! H]4E$051X7NV= M.VX53;>&]PP8 D,@/9D3:+^6\ X :>N&&.GW\6 M-WSOXO>T/,%A, *N")VT#L[Z-G'SLW M+#H\.<<0 P &B!)VZ ;JNUH2$V/P$ $>")J\9(#XM.SZ[,#P$ ! M''CB>GG_Z<

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image_011.jpg begin 644 image_011.jpg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end GRAPHIC 50 image_012.jpg begin 644 image_012.jpg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image_013.jpg begin 644 image_013.jpg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end GRAPHIC 52 image_014a.jpg begin 644 image_014a.jpg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image_017.jpg begin 644 image_017.jpg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image_01a.jpg begin 644 image_01a.jpg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image_02.jpg begin 644 image_02.jpg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image_029.jpg begin 644 image_029.jpg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image_031.jpg begin 644 image_031.jpg MB5!.1PT*&@H -24A$4@ 1T !"" ( #EIY6Z JZTE$051X7NU= M!7A45]H>'$H%2JFW=-O=EGJWW78K=+M6V1H>G0DA$-PI#D&">['B%IO,9";N M[NX3(^[N;O"_Y]QAN'/O3 BUW?:_[W.>/('T]286-ASQSYEU,V.F<$5=0SWU"@(#?+/X[D)W.F6DE3=PG! CXC>/' MR]7-F[?Z^F^R4S_^:T TM/7XIE?-NQ@_:97GN]L#S@3F5S9U<1\2(."WCQ\I M5Q5-G>FES8E%C8F%C4GX27])+6XJJFOOZ>OG/DU1U]I](;A@BG70$\O+*VKN% MT)^ WRWN+E=-'3UYU:UN217K'5,_.Q#ZQ')WD;&C:(:=:+94)):)Q/+;/^4B M(ZEHNIUHFAV$YZ-=04NO)5T/+XK*K0O.JEEIDSQQB=N#9.1*AFVD-^1ELH__2=S\L;?%]_D#;[C%KF(9CF(IMJ*#*0CS!6/+':=O-[G@UU![^\,1-Z12B_UP33;>=N,3U7_M#%UY.V"97'??- MA<@Y1)?8117;1Y7@ES.!>3N<,U9>3Y[Q?=3KF_T@>! PT6P'DF;:3UKM^4-0 M7G>O;N]+@(#?$W3+555SITUDT=>'PT?-44 J1LUQ>G:EYS_VAJQW3 ,A+*EO MYV9@H;FC)RBS9KE-\@O?>8E,9"(#*E>&TN?7>FU7JC(JFOOZ[Q(V%"#@MPX= M:^Q3O=,JZ]JZ.4_J X3*VC7SG:W^(TQE(\V<_F(5L/1ZTLP34:/G*D33 M;!^W=#:_$!]QHZ[_ORU:)77M=E$E5G*5E2S=2I'Q4Y.3"FFO>[9+8GEMRUW& MJJ:Y"R;]?'#^/O=L;CGWFIS2K5VS0,6+:@S1.B(#%G,YM-!*/D 5JBVR]!W*C(",ZIN\K<[BNO8+P056TC0R MDIR,F"/'=/2Q:L"-F?"V:1VI@0E25L=4C?)TO5-2G-';V)AHSRV](1? MKK5+IOZ6#R(YI>]TSKP04I!62LXY:,E595/G4>^:O_8>\< MV"CV,P, 5BBKO&6]-.VYE<12#3-R_.N.H#.!^?DUK0&J*HC6 Y;.HF]M1LQQ MLKR8@/YP\_^*J&GI^B$P[^VM_H2F&A"C^E.3$4DCS16?'0SS3*GLT',LJ[ZU M.S:__J1?KL&):!#C47.5)*\QK[1!)F0TE Z5R-_9%G YK*BYLY>W7 EJ6[H. M>64_M=*=1)5^=%TFM#J48"K[^FB$5VIE*XNYU+9V0=A>@CJ>3:O060O^9.+X MQA;?J^&%G",$54V=1[QR7EA#%AX924Y&S-$,.SCV$3=J=3(=_&=!;9OEI83[ MX-(;2]4EH U&4M$L^PF+W78Y9W*6<7M77WIITY6PHB67$S_8&?C8,O>A8&?Z M6CZ8!&HFEO]QK?<.YXRTDJ8[(KVT>;U# M&I:+:+8]VO?J>A^8/J:$CIZ^T.S:62>BADMDF)OQELYK[5.AHKA%_"KH[NW' MTO_'OI!AIC(2VYQEKPZN<-(L^B=UXOV5^S!-T^TF+G';X)B64=;,K940[*ZS M@?G_.10^:;7G _.49'_"\'9[([P2-.4,G&@0&$\^O\;KJ,\-*";-$LBB<:=F4W<$.,27WM,N46MP(2S5II2?3OA?7 M^^SWR,ZO;M,\@%D(RJ@Q/!US/Y3*5-OGUGC":L-"LLKXE1!YHTY\-O:^^4HR M'%@*.A.C@8@UHP8-F@]"R'^,DV8[C)JKF'4B.C"CAE-I;E4K6!]8,1&GF522 M3>B^'Z<$U&)TNU[\8C*(2@V(IOQD3X@TIH2S>J#.PK)KOSX60;H#3/$4.BLPEB&[$\N<5ME MFY)?WO/+&]9YY Z"?2/6M[G5GMM MD:O Z;F/WKH%;OW5D7 R!P8.4*+N215\%?O+ ;-84-,.4SEQB2M9LOS1) ,J MPP -G^/TT$*7AQ>[0L6.7^0*!DNT&O]A3III/V:>TN)B?%Q! [O>^K;N(]XW MH.G5G,%4CT31"1X[W_F1)6X/+W)]<($+!FJ(A,XQORY-PG(4RS"JWJF57;UW M%A!L0G)QH^6EQ,>7N%%ZHZ>S8OG(N0K4A6N\^_E)!9 MT:*I I8*),7\?/S#"YQIUW15032%XV@S)Y,SL;%Y]>SI1O;LBA:R\. @F.K) MSI1@[(BVS3D7EUJL=4H;RCHXL\;P9#3F2TLL#8D>?&NK_[G@@@Z6KNGJZ0=O M,CP5/<[21:VV^&,KIA-A1.)MX]1KP WC,PQ5\!]F)THC7]WH.^]" I&KMJX^ M66SI*QM]15]=G[#(=;-<5:A+)/0!;!)"118-.F,HQ1@MOIH$2=/)]=NZ>NUC M2M[?&2B:9HLEB(P8V9MD#?P: (\_YG/C]6>5)AE6G*#()?Z4\\(AW3@V+/[=W]\'G!CT@SQ@0_X2;DX5-RH)+"3 "+ZWS(=-IHJ>I3)II/\+<:;5]2GY-&]MO*6_H1$N> M7>4YA*F4OR:H2KYOGA)6%/I[P97$!9<3X:7PT]SS\?,O)H#"P?JQ11=*"J3C M#YAZ ^([Z:A"0I8XFO>Q=3#<"L[N)33O0<^A+\:.WY]) (])7(5DU=O?"9VC(5B MY&R'3P^$@2:QFS(P,LJ;MSBIGEWM23KVKH'[2>^QP+X'[(\O1B5W0 MPGTYE.O%_D* 2+LFEG]D'4P)@QYC9>PXQ%3VAS6>6YU4$3EUB84-::5-"84- M<,H_M YF5"\WBV8RC!P?-'>"5& -9H"ZCDZMV[&B:BQ<^A1%9V54LL)FX I M.>6?ZZ>J2BUI0M4VD<4H#<:$3!@_EX1J5B/I:(G\@YU!BH0RMBGHZ>V_%EY$ M:*>I'GY%%RNRO['9[[C/#6CQ^,*&^(*&.%T)*R0VOP'TCRT8J.YJ>-%;F_V( MFTI:R.L:66VDBIHG%CRK)XV3E%S2)'"]R3*S0E M5#9V[G'+A.(@SH_&UJ&TF0X3+)UA6CE>;G5SIY4RX]EE;DR0B5L%D]=4!H[P MSC;_==(T:6PI7%;,/ICD&OM4(E??VG#IL2;!OS*0/KG,#3RYHK%3A"5]TC_W M4:QR P?T_[CO#9T129TH;>C8Z9(Y&?XB5LQ,.TSP9P?O+I;@C:#4!J>B24\, M'=#_JJ:N7UJR4'Y$3JW9N;C[&;=*IZ(2RX<:.T+[;E.HV)YA86T[K-R[VP+( MN.NTH4*@EQD$9;**9_'^6=4JG) MB%4KBRO];%\HE+WN12"A FDH?763[TF_O!)6O LC'))5\^7A<+59UME9PG7E M+Z[SWN.:U="F(Q@P,$#APG)JI\(O0OD&>L2>^B=/K?#8*$MGNV1 ?_\M+-89 MQR/)T.D4>WZ:;@=.?NFV%H:6M(TJ1M^U>#6=H-&FLF^.1H3GU/:R%$US1P^T MP%^V^I/J=$ZBA!YP-97!53L3D,>.Z<-+VJ[,>.$[K_%S%0\OY))DRI-=Q\U3 M/K?&"RPC)I>L?U%%4^=*VV12V0P[X[.Q616Z^1L?M:U=5\,+H1&'&='PZRS[ M3W8'NR:5=PWBI!+\R..^N7!@H ^WAWLFU[5QO(L?PE -C8XICW">!H:PL!. M5%?!WGYS+"*>Y1UA0/9[9&.L'X1_Q9A[?EYJB)Y=Z;G'+;NQO4NHUDMYOZ0R2\^/NE6:6-X,>DRKHUC^W?*8*0_R_ M#%2*4'WM1550W3;W0OR#3*A#YW3PTRQ[5&>ER(#>[^V_&9A1/?-$] CJJ-]Y MQE *=_2#[8$70@HX[TH)S*SYVYZ0440#ZK&-U'H_NM1METMFC;9I22QLW.^1 MM?AJHN7%!'!"?H(3.^=L'%@8A)G98A%A.N'RPFY,M'0^[)6COU[=OPX9]>_=[VP.&&TDFKO?:X9I;4#7:7[$>@KK4+ M5.?EC322JW-]2ZC-$]1'Y&@0#$8#-*&>9>7RJEO7V*=,!(F88:?7 MRH%X2.0@\-%Y6JR[J+9]GWOVXV [-)[!S<4D,:D:_BUH_U:Y:A?9$M7>Y522 MGUL9$-%7Q6S'(:+Y9\>"/5)J^)D+ZYK!UEZ M8H7[0+WC)T,'N(+FY^*C<^LS*UI6VZ8\LL"%S*9&JNDX/['<8Z][-N>H'00# M[@D10CIH.A)Z,<..A@82^7LDC6T]JK(F:-B3 M7]GD.\I"\<]]H1XL\CH 8&U<$RO^7N$!.G%/T0[H5'BO@SA SGBMQ7M4Q+IVY&(DR=!AE M[O3\&J^EUY+22N_,!S0J7'QX1Z-@Y4SUN%4T? 1>L)X++GACD]]0">V"CC+)Z$%C(B^4+V>W!OP-7 Y^]1 )K9>Q M_XPGII,+:)*Q=-1\DLV)?T=8R+[XG!X%&5Q#,"\JIJ[H$3R:]J@K: .!DAP M'/"SJ:.'H:FB+PZ%3USJ-F&)VTK;%!5/4OE MLCYB( !57J_U< (\W.AU#&(N!'K=*PLSK[=DU MT=XB9'B.SHST.LPG>T(@!N!%O2Q3GU+= M/?WPYC_:18.'^@3#A!#O5VDP@!WOZNJ!6T5\GE%BUDX./[$[:T2C&OQ=X!GV MHB^OP7. W2YFZ7X88;_TJFG'(T>84:]/Y[!0??''-5Y;G50 M7NDQ4BQ[=I7G2;]<3E!2)\#[E]LDCP=%@3X#G1634RU8NX-G@ S@ET?=J,>B M%/WG&M:?>W(Y]XF?#"SS@MJV-?:I$Q>Y:A$&WH210=<$=@:0!"9A!9C)'U[L M^L_=P1ME:2Z)Y17:D:[JYLY#7CF35GG>#AOP2A-3]UHB_XAXI!60!R8C%"26 MQ;3C4:/-:&Q=9S/HJGUJL>M:AU1VK.(6H0!-\R\E$';$5N2@9 ME$ MD/O,U#$);ID2ZJ8:.3X%PN6>Q29RY8V=.YPS)W_G_;"E"QS1AQ:ZZ$V6SF/G M*<\,M]PU5-9&@\V/+:5Y]BM]$AJ6)#C+[SCK3 M>*3Y2KAVXK.QP9G5&ID'T%3H;Q+;A%_$5Q9,,G 8/D7WM9_Y$+!NK=E/94$/BB1SUSJEIUCIV MEUS4:'DI@=P#U.=6F9+Q1*^AC]B>"*CXQ9 "$@$VH*=>Z(QS$Z,TC:G!-W:$ M23P7E*^)I8O('$^U?6.S'\?]Y0/<\4Q _MO; HBC0A4\C/(Q;8?[G@#S:'(F M5O2-S2@+I;5+UL_[;B8L".>$LBF[@T=2#:I['9@230F+_<6A,&8+&,MZ]JEH MN@4\("TQE(Z4R*P4*DZE8,(1N773OX^Z#Y))5++N2C'F#RUP7F6; J6H$8WF MSI[O_7*Q/K!*=&>D''681/[7[8'P&-D$H:?O)B;UM4T^E-KI$F9F.9*M.2^3 M'V+!4?F;OTR:?S'!XGS\2MMDCU2MT\/=O3(+P.;(CNV8FI#^(5KLC")^:\3 M2]U@6E.T YOUK=V;9&D30%4( ]2E5V^J5HGQ#AH*V[%\3Z7_M#AXO5 M5Q4?7>2*M9A3>2<"=J]H:N]9;9<"9^ ^_3KIR TFVR1$5VE;WL$ M'0';6>J&-GBE5D)=)14U9E6TP&Y_O#N8685Z18O2Q0V.:9Q*5=3@/+QXP%C< M; =H99,?8J+S[KA5/;W]TIB2#W8%4H?'7J23#IF03<(_K?.&=F,KYO:NOL", MZL\/AJMG6F>;Z4XHS,)Z:5IP5DUR<2-_\Y=)L?D-,?GU:25-[!.N4%(@5)\R MD2J=SC)KS]G4'NR140 M@[-$-?B2_]*C>:.WAW*C+'@K_.=-TC3BFM_GE [C$9N M5=L*K.]%+NIHGHYQ(?\_8;ZSY&PL/$9-7G!1S/%'NX+4.DGG&J61C!?7^8 J ML*HEMZKVN6>K2;+.2L5D/AXP5_S[0&AP5K4F(UQ-\'*XJ8Q%TBV05#4^O,!Y MC5UJ-4NH;MZ\%5_00'R>Q=2'U%/O,!-'F *X9#]"#T(JH'%,?X@=9^D\T'@: M2N^W4,#F9[,.$ *]_3>A;B1GXQZ81P\!,MFI48)EAOW\WC>WL;T'@^"94@G9 M(RZ6/GO(289$>8& 70XK9#L16)-NF$3KX.'$3=45RY60!H\VD;VPUNM,0![; M4H'K?N>0.A[K7)]_2P/%\+@@D!@3]&N[@EP,T93 8%!R!?6SRR43-)1TF&R] MR2;3+9>?N)D+C;A)ECYBK@+^U4;'M)]K"ZN\H>.@1_;+&^A.O#Y&842\L?6.3[_EQ(0,]1T;$U.NS4'Q]),(CI8)S M8S6WNA4%^$@'6XVI2+?#4,G?074WMM^BYBD.>.<1FLL,JG$2U*AC- MA> "Z L,#L@\.Q3,@,8MIA(>F,J3.0;0!#811>]841^.!HL>7. ""C2PYL-B M+:WO**IM9UMG#L #+2XFP D>/4]IID8\LX"M5_! MRRLFE8Z2R/ZV.QAJN*_OSA2"O5P(*7B+N5NE[S 1E:MQ"UV^.A)^U/N&8VRI M762QC7:Z'E%T+JA %EL*,L.)'D&7@U"]OM%W*%V+W,))^8R3X_CZ9C\4Q0DI MPW1<#"UX;;/?CK$A)?"2Y]^(BHJMUYC+K >=KMF#9U#-!>W%DXR)1Q^ MX@(7F,<;VA%+**QM3JIGEC(':_3(AIAX98\M=*XN;?:-NU/%O1_?VW4PN:IQZ+)* MYQB)_+,#87<-5 MM7L"&" <4./3,7#8!M)Y-&(+(PE_XYUM 4R:O-X'^D*]2OA9F#$UD(XP<_K\ M4)A37"F[M;4MW6<"\U]8ZTVV??1EI_5BM$'S,+/US)Z%C8NPX1BR?\7T4 MUB$[*$H8=6[MO_:%PA'5*U2W"QEAKGALF=O+&WS^8A6(<7ABN3LQE:9Z5"I5 M3T28E[@MO9H4?[=C#*(Q\Y7H,X@F.LF/X4 9['+.?&:E)^/DB0P=_VH5<"6L MZ*XR@"7>U@5J5 CZL4Z:JM,89I8W?W8PC,;9G6VCB@=YA&H P"BOMDL91W:K M](2 U&-$?F(0,;)(^(4,J$2]1+A+G B#FCE N;RW/0 F@M/]C+(6LDNVA.[I MZ9P57NV0)51*)(JIE"A(WF-4K>+G2^N\]Y!3TAWL$8+/ T,'[4#F98!*:?M1 MT0AS)[1_J!DOT?X^L])CO32ML%;KI@EF#1[\_?-H%3H9M9CPHJ%F\@67$_.J MVSAJ&=8/'@C\29)=,QUB(F-,))G_TA0H+'16[<7ITQ2&TF%F\BF[@JZ&%W'> MF@S/\UQ0/KGQQ-Q6Y.?5I-N%,Q,QE-DP9"*'G,%D)H(J+]3[[;$(\/:['H(5 MP4:/M5 ^OLP=^H9S$[&[K_]*&#ER0HPX'9KQEB[PZJH&?Z)EF-\;!O9;P7?F")+[B<\" 4[70[(M+\NCCU MTN LK9?>1.97:DQW1:;9BFBX[+!7#B<8D%/9NM5)!7:G5LS\$O@%DAHY.\+T MGS/L(&\0 +@E;%CX29LD:O(JUJG MVI(Q9*;#D)RE?&*)VTJ;E#SMB\,,@C)(V' X">_1Q\.;3YKJ\MT9H(ND^ELT9#.A$&TA?6>,TY'^\.*CX( R "Q02!>6"^ M\]3C44&9=T8'NB>QJ-'X3 P9$6JL1EDHOCH0^@LOS*SR^/!QQ(:20K&FPRL =R6*UL216[[.Q*^15$3L M\)AYRG_N"W%)+-=8&Y@L3-QI_SSTB#R)3O$*1"/1T_M,9>]N#\3(LR-8R Y[ M#M;ZR@9?.ATRIH/$,HAE#\Q5F)R)C=&^.*R!JJQYK7WJ4RL]L*#)2'(JE1 7 M]'$:[=!YYJZQK5L97P9N/-;,:1BUTOR6WTF\ 6':>:7>V L-'^H:>G>Z9Q!HD!&5*<:D$WQ<\'Y MS:P#5(,!E I( E;G*'-RN,OP=+0-^9)(%T9V^O=16$ 3%KGJ&Z9! @LBHZQY MKUO6%.N@/ZWST7(>?D)Z?9/?&YO]_K4_=*U=BD-T"5K(Y\D,P K@0VZ6JT!. MD 49^:4-,KU!O!V_CZV#%UY.O!12$%_0P-EV[^WK3RMM6F.?@B>Q<.$=\0L9 M9$()?UKG_>61&*C8XIL,3F[Q>=Q5H)+KYQ8$PV%*.W8!KG538 M"%L'?0JO]'&'/7/ O'3&_?1!E%;2)#D7 M1^VF SA>D"DB4OG7 !@9'F5!N2R-L_-(&F4CVB&)E0AF63K,N,<;2*:YK=TLJ/Q]< M<#VB^*?T%'5=#BOT2:MD;XC=HL&JHMIVK]1*D-YKZO'DYD4CT4VOM"K.Y?]; M-'B07]WFF5)Y-:R(G?UZ1!'4$SC1 'X$\J)JY+T27L0?1I0 QR3F;C$S> 2^ MJFK[Z!(\SV_Y(),M[:,TIC0PLZ9"?X/U@=S#W^62.1H>U$R[?Q\(8XAR;G7K M">1JP]W!6& &BF%NU=4-'9:*51CY],X#W%)Y2/FDH !<45FV?][ M?VAH=DTC^6[68)6! '_XR!R!1?H@^V!PR6R!RR=5]HF0]E UB>M\=08J['S ME?C_LOH[A]GN"8S)(OZ A.Z9DC,UU$>DCN,+:[U67$^&8DLN:A2^,BS@]P$B M5\6U[=:NF8^"E4VS!>$&22/;2DP,T$@ZRESQR=Y@,!-NUGL!3/,.YPQRPY2< MU[J].4A^RN!B/;W"X_T=@<8GH]=+TT!O_-*KP._9)Q($"/AM0?W^P*C6NQ_PS.:_#_%>D5C4,/UXY%BF6/9F-O,_C!B+ M9<^O]9YZ+'*-7?H?B_V/:&EHV>_>_;D[[QIM)2U9W>[(O4V M@I@<$WYTJ=MSJSU?V>@[97?PS!-1L&-G O/!5_U4U2E%C2TTN") P/\LU'+5 MWW\KOZ9MJY/JJ>4>[!W5%\A'JS(X\:(?A_JV[LURU=/+W>F+#71MWC.)G,BD M;RV?8<^\['O8'*>G5GB\O2W@G_M"OCH287(F9HU=*EJUSSW[?%"^342Q762Q M5VIEY(TZI.B\^HRRYHK&SKJ6KJJF3K3\9[\N*4# 7:'U/1%Y7.F;6_S)AQ5, MU*$%YF4R]_3B"C[ W0IKVR^$%+RWG1[>)3=-'(G\W(Z+W(YAT/UXSK& V:R7 MRL^DDC:#?$"(G#.@=Q^>7^/]R@;?;XY&+KZ:A+3L>C)$[FQ@_I70PO-!!1=# M"MR2*J)SZU-+FB!LO:Q#JP($_'+0DJNKX87/K?8B+ZPSI:>/C1W_NB/P6GB1 MOOW0P0 B&9M?#W_ICVN][G(!TY3:,6[2G,%AR1ACRO +/2(-WOC:)K]_[P_[ MUSZDT"\.A<-#FWX\:MJQR&G'HPQ/Q1B;ZD EQ>!Y:X/S9@3!8 .?$]$99=RSFF*4# +P2U7+5VD?-U_]A'WW9"SW0/G>-$OF=A3DY M#I_C]/'NX(.>V=&Y=04U;;4M71W=??Q(!NAB9T]?0UMW<5V[JJS));%\\97$ MIU=Z,*;FX46NGQX(LXDLSJYLN1Q:N)%^]N\BV!J5A#,!^4YQ9?$%#>FES@EJO*ILYM"M5SY$,RZG/'$Y:X3?\^ZA][0XCM MFN4PW$S^U$J/*=9!\R\E?.^7ZYU:F5346%)WY_7%5;W/^ 7T:RC3;1];ZK;D:E)09@USZ!:RQX3.\4L]4FLW?@?;A/\#*XFG.7<"!/P7H):KK/*6KX]$C&'NR5*3!6)F'UWLGERQP3']8^L@8KB^N8X$ MV_72!A^X,0:G8A9>3MQ$/\X+,K;T6I+)F1CX-F]N\7]@@3-D2?3I9=%TNQ=6 M>YFB<)DQ'=Y]&F#O=;^G\^%*W%]=X_?M MV![7K*2BAMY^(=@MX/\1B%R5-;0?]LXAKUB805[)#2HX>:,/O*G:VR>)FCMZ M:*E];[P+@9G8ZQ=LEP M32Q/*VT"P^1[8@($_+Y!Y H,;#/#X9YI53R3\'".THI;O1* MK93&E)X.R",?W7!2;7-2[5!F[%!D'/6^81=%+E9$Y-3^]'-/ @3\=D'D*C"C M>OJ)*'(FD-F6-78T.!6=6-!X5SO3UMV;7-S(>2&. $"B%S)8DO?VQ%(+T31 M'5AC1\-3,4F%C0,?L^COOQF35W_8*X?]:4H! @3<8N3JN.^-1Q:[#C&F[TRC M>$> ME:NIQR(CFA>-V @3H )&KW6Z9Y+.6[!=\&TE'6R@_V!EH=BYNP>5$LW/DI"QY M.;.1=)R%XJNC$>0-2L*])@$"](#(U:70@C]^YSU$S+K&2T\SC9RK>&BAR_A% MK@\N<"&O?*%?"EQP*3Z^H$&P5 ($# B5Z'9-3-/1H^8JZ"?B[Q]DU=,?:U9 MY*5_HB^O#1&3[UE8NV8F%0O'_ 0(N N(7)4W=)P.R'MUDY_ZUJ !?5DY?CS<_%[_L M6M).Y\QS0?GA.;6M78)$"1!P#U#+E08=W7T992T)!0WEC?=VZUZ $:_!^? 3WDWYSQ09T@ !)14Y$KD)@@@$! end GRAPHIC 58 image_032.jpg begin 644 image_032.jpg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end GRAPHIC 59 image_041.jpg begin 644 image_041.jpg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end GRAPHIC 60 image_042.jpg begin 644 image_042.jpg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image_043.jpg begin 644 image_043.jpg MB5!.1PT*&@H -24A$4@ 1T !"" ( #EIY6Z JZTE$051X7NU= M!7A45]H>'$H%2JFW=-O=EGJWW78K=+M6V1H>G0DA$-PI#D&">['B%IO,9";N M[NX3(^[N;O"_Y]QAN'/O3 BUW?:_[W.>/('T]286-ASQSYEU,V.F<$5=0SWU"@(#?+/X[D)W.F6DE3=PG! CXC>/' MR]7-F[?Z^F^R4S_^:T TM/7XIE?-NQ@_:97GN]L#S@3F5S9U<1\2(."WCQ\I M5Q5-G>FES8E%C8F%C4GX27])+6XJJFOOZ>OG/DU1U]I](;A@BG70$\O+*VKN% MT)^ WRWN+E=-'3UYU:UN217K'5,_.Q#ZQ')WD;&C:(:=:+94)):)Q/+;/^4B M(ZEHNIUHFAV$YZ-=04NO)5T/+XK*K0O.JEEIDSQQB=N#9.1*AFVD-^1ELH__2=S\L;?%]_D#;[C%KF(9CF(IMJ*#*0CS!6/+':=O-[G@UU![^\,1-Z12B_UP33;>=N,3U7_M#%UY.V"97'??- MA<@Y1)?8117;1Y7@ES.!>3N<,U9>3Y[Q?=3KF_T@>! PT6P'DF;:3UKM^4-0 M7G>O;N]+@(#?$W3+555SITUDT=>'PT?-44 J1LUQ>G:EYS_VAJQW3 ,A+*EO MYV9@H;FC)RBS9KE-\@O?>8E,9"(#*E>&TN?7>FU7JC(JFOOZ[Q(V%"#@MPX= M:^Q3O=,JZ]JZ.4_J X3*VC7SG:W^(TQE(\V<_F(5L/1ZTLP34:/G*D33 M;!^W=#:_$!]QHZ[_ORU:)77M=E$E5G*5E2S=2I'Q4Y.3"FFO>[9+8GEMRUW& MJJ:Y"R;]?'#^/O=L;CGWFIS2K5VS0,6+:@S1.B(#%G,YM-!*/D 5JBVR]!W*C(",ZIN\K<[BNO8+P056TC0R MDIR,F"/'=/2Q:L"-F?"V:1VI@0E25L=4C?)TO5-2G-';V)AHSRV](1? MKK5+IOZ6#R(YI>]TSKP04I!62LXY:,E595/G4>^:O_8>\< MV"CV,P, 5BBKO&6]-.VYE<12#3-R_.N.H#.!^?DUK0&J*HC6 Y;.HF]M1LQQ MLKR8@/YP\_^*J&GI^B$P[^VM_H2F&A"C^E.3$4DCS16?'0SS3*GLT',LJ[ZU M.S:__J1?KL&):!#C47.5)*\QK[1!)F0TE Z5R-_9%G YK*BYLY>W7 EJ6[H. M>64_M=*=1)5^=%TFM#J48"K[^FB$5VIE*XNYU+9V0=A>@CJ>3:O060O^9.+X MQA;?J^&%G",$54V=1[QR7EA#%AX924Y&S-$,.SCV$3=J=3(=_&=!;9OEI83[ MX-(;2]4EH U&4M$L^PF+W78Y9W*6<7M77WIITY6PHB67$S_8&?C8,O>A8&?Z M6CZ8!&HFEO]QK?<.YXRTDJ8[(KVT>;U# M&I:+:+8]VO?J>A^8/J:$CIZ^T.S:62>BADMDF)OQELYK[5.AHKA%_"KH[NW' MTO_'OI!AIC(2VYQEKPZN<-(L^B=UXOV5^S!-T^TF+G';X)B64=;,K940[*ZS M@?G_.10^:;7G _.49'_"\'9[([P2-.4,G&@0&$\^O\;KJ,\-*";-$LBB<:=F4W<$.,27WM,N46MP(2S5II2?3OA?7 M^^SWR,ZO;M,\@%D(RJ@Q/!US/Y3*5-OGUGC":L-"LLKXE1!YHTY\-O:^^4HR M'%@*.A.C@8@UHP8-F@]"R'^,DV8[C)JKF'4B.C"CAE-I;E4K6!]8,1&GF522 M3>B^'Z<$U&)TNU[\8C*(2@V(IOQD3X@TIH2S>J#.PK)KOSX60;H#3/$4.BLPEB&[$\N<5ME MFY)?WO/+&]9YY Z"?2/6M[G5GMM MD:O Z;F/WKH%;OW5D7 R!P8.4*+N215\%?O+ ;-84-,.4SEQB2M9LOS1) ,J MPP -G^/TT$*7AQ>[0L6.7^0*!DNT&O]A3III/V:>TN)B?%Q! [O>^K;N(]XW MH.G5G,%4CT31"1X[W_F1)6X/+W)]<($+!FJ(A,XQORY-PG(4RS"JWJF57;UW M%A!L0G)QH^6EQ,>7N%%ZHZ>S8OG(N0K4A6N\^_E)!9 MT:*I I8*),7\?/S#"YQIUW15032%XV@S)Y,SL;%Y]>SI1O;LBA:R\. @F.K) MSI1@[(BVS3D7EUJL=4H;RCHXL\;P9#3F2TLL#8D>?&NK_[G@@@Z6KNGJZ0=O M,CP5/<[21:VV^&,KIA-A1.)MX]1KP WC,PQ5\!]F)THC7]WH.^]" I&KMJX^ M66SI*QM]15]=G[#(=;-<5:A+)/0!;!)"118-.F,HQ1@MOIH$2=/)]=NZ>NUC M2M[?&2B:9HLEB(P8V9MD#?P: (\_YG/C]6>5)AE6G*#()?Z4\\(AW3@V+/[=W]\'G!CT@SQ@0_X2;DX5-RH)+"3 "+ZWS(=-IHJ>I3)II/\+<:;5]2GY-&]MO*6_H1$N> M7>4YA*F4OR:H2KYOGA)6%/I[P97$!9<3X:7PT]SS\?,O)H#"P?JQ11=*"J3C M#YAZ ^([Z:A"0I8XFO>Q=3#<"L[N)33O0<^A+\:.WY]) (])7(5DU=O?"9VC(5B MY&R'3P^$@2:QFS(P,LJ;MSBIGEWM23KVKH'[2>^QP+X'[(\O1B5W0 MPGTYE.O%_D* 2+LFEG]D'4P)@QYC9>PXQ%3VAS6>6YU4$3EUB84-::5-"84- M<,H_M YF5"\WBV8RC!P?-'>"5& -9H"ZCDZMV[&B:BQ<^A1%9V54LL)FX I M.>6?ZZ>J2BUI0M4VD<4H#<:$3!@_EX1J5B/I:(G\@YU!BH0RMBGHZ>V_%EY$ M:*>I'GY%%RNRO['9[[C/#6CQ^,*&^(*&.%T)*R0VOP'TCRT8J.YJ>-%;F_V( MFTI:R.L:66VDBIHG%CRK)XV3E%S2)'"]R3*S0E M5#9V[G'+A.(@SH_&UJ&TF0X3+)UA6CE>;G5SIY4RX]EE;DR0B5L%D]=4!H[P MSC;_==(T:6PI7%;,/ICD&OM4(E??VG#IL2;!OS*0/KG,#3RYHK%3A"5]TC_W M4:QR P?T_[CO#9T129TH;>C8Z9(Y&?XB5LQ,.TSP9P?O+I;@C:#4!J>B24\, M'=#_JJ:N7UJR4'Y$3JW9N;C[&;=*IZ(2RX<:.T+[;E.HV)YA86T[K-R[VP+( MN.NTH4*@EQD$9;**9_'^6=4JG) MB%4KBRO];%\HE+WN12"A FDH?763[TF_O!)6O LC'))5\^7A<+59UME9PG7E M+Z[SWN.:U="F(Q@P,$#APG)JI\(O0OD&>L2>^B=/K?#8*$MGNV1 ?_\M+-89 MQR/)T.D4>WZ:;@=.?NFV%H:6M(TJ1M^U>#6=H-&FLF^.1H3GU/:R%$US1P^T MP%^V^I/J=$ZBA!YP-97!53L3D,>.Z<-+VJ[,>.$[K_%S%0\OY))DRI-=Q\U3 M/K?&"RPC)I>L?U%%4^=*VV12V0P[X[.Q616Z^1L?M:U=5\,+H1&'&='PZRS[ M3W8'NR:5=PWBI!+\R..^N7!@H ^WAWLFU[5QO(L?PE -C8XICW">!H:PL!. M5%?!WGYS+"*>Y1UA0/9[9&.L'X1_Q9A[?EYJB)Y=Z;G'+;NQO4NHUDMYOZ0R2\^/NE6:6-X,>DRKHUC^W?*8*0_R_ M#%2*4'WM1550W3;W0OR#3*A#YW3PTRQ[5&>ER(#>[^V_&9A1/?-$] CJJ-]Y MQE *=_2#[8$70@HX[TH)S*SYVYZ0440#ZK&-U'H_NM1METMFC;9I22QLW.^1 MM?AJHN7%!'!"?H(3.^=L'%@8A)G98A%A.N'RPFY,M'0^[)6COU[=OPX9]>_=[VP.&&TDFKO?:X9I;4#7:7[$>@KK4+ M5.?EC322JW-]2ZC-$]1'Y&@0#$8#-*&>9>7RJEO7V*=,!(F88:?7 MRH%X2.0@\-%Y6JR[J+9]GWOVXV [-)[!S<4D,:D:_BUH_U:Y:A?9$M7>Y522 MGUL9$-%7Q6S'(:+Y9\>"/5)J^)D+ZYK!UEZ M8H7[0+WC)T,'N(+FY^*C<^LS*UI6VZ8\LL"%S*9&JNDX/['<8Z][-N>H'00# M[@D10CIH.A)Z,<..A@82^7LDC6T]JK(F:-B3 M7]GD.\I"\<]]H1XL\CH 8&U<$RO^7N$!.G%/T0[H5'BO@SA SGBMQ7M4Q+IVY&(DR=!AE M[O3\&J^EUY+22N_,!S0J7'QX1Z-@Y4SUN%4T? 1>L)X++GACD]]0">V"CC+)Z$%C(B^4+V>W!OP-7 Y^]1 )K9>Q M_XPGII,+:)*Q=-1\DLV)?T=8R+[XG!X%&5Q#,"\JIJ[H$3R:]J@K: .!DAP M'/"SJ:.'H:FB+PZ%3USJ-F&)VTK;%!5/4OE MLCYB( !57J_U< (\W.AU#&(N!'K=*PLSK[=DU MT=XB9'B.SHST.LPG>T(@!N!%O2Q3GU+= M/?WPYC_:18.'^@3#A!#O5VDP@!WOZNJ!6T5\GE%BUDX./[$[:T2C&OQ=X!GV MHB^OP7. W2YFZ7X88;_TJFG'(T>84:]/Y[!0??''-5Y;G50 M7NDQ4BQ[=I7G2;]<3E!2)\#[E]LDCP=%@3X#G1634RU8NX-G@ S@ET?=J,>B M%/WG&M:?>W(Y]XF?#"SS@MJV-?:I$Q>Y:A$&WH210=<$=@:0!"9A!9C)'U[L M^L_=P1ME:2Z)Y17:D:[JYLY#7CF35GG>#AOP2A-3]UHB_XAXI!60!R8C%"26 MQ;3C4:/-:&Q=9S/HJGUJL>M:AU1VK.(6H0!-\R\E$';$5N2@9 ME$ MD/O,U#$);ID2ZJ8:.3X%PN6>Q29RY8V=.YPS)W_G_;"E"QS1AQ:ZZ$V6SF/G M*<\,M]PU5-9&@\V/+:5Y]BM]$AJ6)#C+[SCK3 M>*3Y2KAVXK.QP9G5&ID'T%3H;Q+;A%_$5Q9,,G 8/D7WM9_Y$+!NK=E/94$/BB1SUSJEIUCIV MEUS4:'DI@=P#U.=6F9+Q1*^AC]B>"*CXQ9 "$@$VH*=>Z(QS$Z,TC:G!-W:$ M23P7E*^)I8O('$^U?6.S'\?]Y0/<\4Q _MO; HBC0A4\C/(Q;8?[G@#S:'(F M5O2-S2@+I;5+UL_[;B8L".>$LBF[@T=2#:I['9@230F+_<6A,&8+&,MZ]JEH MN@4\("TQE(Z4R*P4*DZE8,(1N773OX^Z#Y))5++N2C'F#RUP7F6; J6H$8WF MSI[O_7*Q/K!*=&>D''681/[7[8'P&-D$H:?O)B;UM4T^E-KI$F9F.9*M.2^3 M'V+!4?F;OTR:?S'!XGS\2MMDCU2MT\/=O3(+P.;(CNV8FI#^(5KLC")^:\3 M2]U@6E.T YOUK=V;9&D30%4( ]2E5V^J5HGQ#AH*V[%\3Z7_M#AXO5 M5Q4?7>2*M9A3>2<"=J]H:N]9;9<"9^ ^_3KIR TFVR1$5VE;WL$ M'0';6>J&-GBE5D)=)14U9E6TP&Y_O#N8685Z18O2Q0V.:9Q*5=3@/+QXP%C< M; =H99,?8J+S[KA5/;W]TIB2#W8%4H?'7J23#IF03<(_K?.&=F,KYO:NOL", MZL\/AJMG6F>;Z4XHS,)Z:5IP5DUR<2-_\Y=)L?D-,?GU:25-[!.N4%(@5)\R MD2J=SC)KS]G4'NR140 M@[-$-?B2_]*C>:.WAW*C+'@K_.=-TC3BFM_GE [C$9N M5=L*K.]%+NIHGHYQ(?\_8;ZSY&PL/$9-7G!1S/%'NX+4.DGG&J61C!?7^8 J ML*HEMZKVN6>K2;+.2L5D/AXP5_S[0&AP5K4F(UQ-\'*XJ8Q%TBV05#4^O,!Y MC5UJ-4NH;MZ\%5_00'R>Q=2'U%/O,!-'F *X9#]"#T(JH'%,?X@=9^D\T'@: M2N^W4,#F9[,.$ *]_3>A;B1GXQZ81P\!,MFI48)EAOW\WC>WL;T'@^"94@G9 M(RZ6/GO(289$>8& 70XK9#L16)-NF$3KX.'$3=45RY60!H\VD;VPUNM,0![; M4H'K?N>0.A[K7)]_2P/%\+@@D!@3]&N[@EP,T93 8%!R!?6SRR43-)1TF&R] MR2;3+9>?N)D+C;A)ECYBK@+^U4;'M)]K"ZN\H>.@1_;+&^A.O#Y&842\L?6.3[_EQ(0,]1T;$U.NS4'Q]),(CI8)S M8S6WNA4%^$@'6XVI2+?#4,G?074WMM^BYBD.>.<1FLL,JG$2U*AC- MA> "Z L,#L@\.Q3,@,8MIA(>F,J3.0;0!#811>]841^.!HL>7. ""C2PYL-B M+:WO**IM9UMG#L #+2XFP D>/4]IID8\LX"M5_! MRRLFE8Z2R/ZV.QAJN*_OSA2"O5P(*7B+N5NE[S 1E:MQ"UV^.A)^U/N&8VRI M762QC7:Z'E%T+JA %EL*,L.)'D&7@U"]OM%W*%V+W,))^8R3X_CZ9C\4Q0DI MPW1<#"UX;;/?CK$A)?"2Y]^(BHJMUYC+K >=KMF#9U#-!>W%DXR)1Q^ MX@(7F,<;VA%+**QM3JIGEC(':_3(AIAX98\M=*XN;?:-NU/%O1_?VW4PN:IQZ+)* MYQB)_+,#87<-5 MM7L"&" <4./3,7#8!M)Y-&(+(PE_XYUM 4R:O-X'^D*]2OA9F#$UD(XP<_K\ M4)A37"F[M;4MW6<"\U]8ZTVV??1EI_5BM$'S,+/US)Z%C8NPX1BR?\7T4 MUB$[*$H8=6[MO_:%PA'5*U2W"QEAKGALF=O+&WS^8A6(<7ABN3LQE:9Z5"I5 M3T28E[@MO9H4?[=C#*(Q\Y7H,X@F.LF/X4 9['+.?&:E)^/DB0P=_VH5<"6L MZ*XR@"7>U@5J5 CZL4Z:JM,89I8W?W8PC,;9G6VCB@=YA&H P"BOMDL91W:K M](2 U&-$?F(0,;)(^(4,J$2]1+A+G B#FCE N;RW/0 F@M/]C+(6LDNVA.[I MZ9P57NV0)51*)(JIE"A(WF-4K>+G2^N\]Y!3TAWL$8+/ T,'[4#F98!*:?M1 MT0AS)[1_J!DOT?X^L])CO32ML%;KI@EF#1[\_?-H%3H9M9CPHJ%F\@67$_.J MVSAJ&=8/'@C\29)=,QUB(F-,))G_TA0H+'16[<7ITQ2&TF%F\BF[@JZ&%W'> MF@S/\UQ0/KGQQ-Q6Y.?5I-N%,Q,QE-DP9"*'G,%D)H(J+]3[[;$(\/:['H(5 MP4:/M5 ^OLP=^H9S$[&[K_]*&#ER0HPX'9KQEB[PZJH&?Z)EF-\;!O9;P7?F")+[B<\" 4[70[(M+\NCCU MTN LK9?>1.97:DQW1:;9BFBX[+!7#B<8D%/9NM5)!7:G5LS\$O@%DAHY.\+T MGS/L(&\0 +@E;%CX29LD:O(JUJG MVI(Q9*;#D)RE?&*)VTJ;E#SMB\,,@C)(V' X">_1Q\.;3YKJ\MT9H(ND^ELT9#.A$&TA?6>,TY'^\.*CX( R "Q02!>6"^ M\]3C44&9=T8'NB>QJ-'X3 P9$6JL1EDHOCH0^@LOS*SR^/!QQ(:20K&FPRL =R6*UL216[[.Q*^15$3L M\)AYRG_N"W%)+-=8&Y@L3-QI_SSTB#R)3O$*1"/1T_M,9>]N#\3(LR-8R Y[ M#M;ZR@9?.ATRIH/$,HAE#\Q5F)R)C=&^.*R!JJQYK7WJ4RL]L*#)2'(JE1 7 M]'$:[=!YYJZQK5L97P9N/-;,:1BUTOR6WTF\ 6':>:7>V L-'^H:>G>Z9Q!HD!&5*<:D$WQ<\'Y MS:P#5(,!E I( E;G*'-RN,OP=+0-^9)(%T9V^O=16$ 3%KGJ&Z9! @LBHZQY MKUO6%.N@/ZWST7(>?D)Z?9/?&YO]_K4_=*U=BD-T"5K(Y\D,P K@0VZ6JT!. MD 49^:4-,KU!O!V_CZV#%UY.O!12$%_0P-EV[^WK3RMM6F.?@B>Q<.$=\0L9 M9$()?UKG_>61&*C8XIL,3F[Q>=Q5H)+KYQ8$PV%*.W8!KG538 M"%L'?0JO]'&'/7/ O'3&_?1!E%;2)#D7 M1^VF SA>D"DB4OG7 !@9'F5!N2R-L_-(&F4CVB&)E0AF63K,N,<;2*:YK=TLJ/Q]< M<#VB^*?T%'5=#BOT2:MD;XC=HL&JHMIVK]1*D-YKZO'DYD4CT4VOM"K.Y?]; M-'B07]WFF5)Y-:R(G?UZ1!'4$SC1 'X$\J)JY+T27L0?1I0 QR3F;C$S> 2^ MJFK[Z!(\SV_Y(),M[:,TIC0PLZ9"?X/U@=S#W^62.1H>U$R[?Q\(8XAR;G7K M">1JP]W!6& &BF%NU=4-'9:*51CY],X#W%)Y2/FDH !<45FV?][ M?VAH=DTC^6[68)6! '_XR!R!1?H@^V!PR6R!RR=5]HF0]E UB>M\=08J['S ME?C_LOH[A]GN"8S)(OZ A.Z9DC,UU$>DCN,+:[U67$^&8DLN:A2^,BS@]P$B M5\6U[=:NF8^"E4VS!>$&22/;2DP,T$@ZRESQR=Y@,!-NUGL!3/,.YPQRPY2< MU[J].4A^RN!B/;W"X_T=@<8GH]=+TT!O_-*KP._9)Q($"/AM0?W^P*C6NQ_PS.:_#_%>D5C4,/UXY%BF6/9F-O,_C!B+ M9<^O]9YZ+'*-7?H?B_V/:&EHV>_>_;D[[QIM)2U9W>[(O4V M@I@<$WYTJ=MSJSU?V>@[97?PS!-1L&-G O/!5_U4U2E%C2TTN") P/\LU'+5 MWW\KOZ9MJY/JJ>4>[!W5%\A'JS(X\:(?A_JV[LURU=/+W>F+#71MWC.)G,BD M;RV?8<^\['O8'*>G5GB\O2W@G_M"OCH287(F9HU=*EJUSSW[?%"^342Q762Q M5VIEY(TZI.B\^HRRYHK&SKJ6KJJF3K3\9[\N*4# 7:'U/1%Y7.F;6_S)AQ5, MU*$%YF4R]_3B"C[ W0IKVR^$%+RWG1[>)3=-'(G\W(Z+W(YAT/UXSK& V:R7 MRL^DDC:#?$"(G#.@=Q^>7^/]R@;?;XY&+KZ:A+3L>C)$[FQ@_I70PO-!!1=# M"MR2*J)SZU-+FB!LO:Q#JP($_'+0DJNKX87/K?8B+ZPSI:>/C1W_NB/P6GB1 MOOW0P0 B&9M?#W_ICVN][G(!TY3:,6[2G,%AR1ACRO +/2(-WOC:)K]_[P_[ MUSZDT"\.A<-#FWX\:MJQR&G'HPQ/Q1B;ZD EQ>!Y:X/S9@3!8 .?$]$99=RSFF*4# +P2U7+5VD?-U_]A'WW9"SW0/G>-$OF=A3DY M#I_C]/'NX(.>V=&Y=04U;;4M71W=??Q(!NAB9T]?0UMW<5V[JJS));%\\97$ MIU=Z,*;FX46NGQX(LXDLSJYLN1Q:N)%^]N\BV!J5A#,!^4YQ9?$%#>FES@EJO*ILYM"M5SY$,RZG/'$Y:X3?\^ZA][0XCM MFN4PW$S^U$J/*=9!\R\E?.^7ZYU:F5346%)WY_7%5;W/^ 7T:RC3;1];ZK;D:E)09@USZ!:RQX3.\4L]4FLW?@?;A/\#*XFG.7<"!/P7H):KK/*6KX]$C&'NR5*3!6)F'UWLGERQP3']8^L@8KB^N8X$ MV_72!A^X,0:G8A9>3MQ$/\X+,K;T6I+)F1CX-F]N\7]@@3-D2?3I9=%TNQ=6 M>YFB<)DQ'=Y]&F#O=;^G\^%*W%]=X_?M MV![7K*2BAMY^(=@MX/\1B%R5-;0?]LXAKUB805[)#2HX>:,/O*G:VR>)FCMZ M:*E];[P+@9G8ZQ=LEP M32Q/*VT"P^1[8@($_+Y!Y H,;#/#X9YI53R3\'".THI;O1* MK93&E)X.R",?W7!2;7-2[5!F[%!D'/6^81=%+E9$Y-3^]'-/ @3\=D'D*C"C M>OJ)*'(FD-F6-78T.!6=6-!X5SO3UMV;7-S(>2&. $"B%S)8DO?VQ%(+T31 M'5AC1\-3,4F%C0,?L^COOQF35W_8*X?]:4H! @3<8N3JN.^-1Q:[#C&F[TRC M>$> ME:NIQR(CFA>-V @3H )&KW6Z9Y+.6[!=\&TE'6R@_V!EH=BYNP>5$LW/DI"QY M.;.1=)R%XJNC$>0-2L*])@$"](#(U:70@C]^YSU$S+K&2T\SC9RK>&BAR_A% MK@\N<"&O?*%?"EQP*3Z^H$&P5 ($# B5Z'9-3-/1H^8JZ"?B[Q]DU=,?:U9 MY*5_HB^O#1&3[UE8NV8F%0O'_ 0(N N(7)4W=)P.R'MUDY_ZUJ !?5DY?CS<_%[_L M6M).Y\QS0?GA.;6M78)$"1!P#U#+E08=W7T992T)!0WEC?=VZUZ $:_!^? 3WDWYSQ09T@ !)14Y$KD)@@@$! end GRAPHIC 62 image_048.jpg begin 644 image_048.jpg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image_049.jpg begin 644 image_049.jpg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end GRAPHIC 64 image_050.jpg begin 644 image_050.jpg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image_051.jpg begin 644 image_051.jpg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end GRAPHIC 66 image_0b.jpg begin 644 image_0b.jpg MB5!.1PT*&@H -24A$4@ [$ #8" ( "R4O,! H]4E$051X7NV= M.VX53;>&]PP8 D,@/9D3:+^6\ X :>N&&.GW\6 M-WSOXO>T/,%A, *N")VT#L[Z-G'SLW M+#H\.<<0 P &B!)VZ ;JNUH2$V/P$ $>")J\9(#XM.SZ[,#P$ ! M''CB>GG_Z<

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image_0c.jpg begin 644 image_0c.jpg MB5!.1PT*&@H -24A$4@ [$ #8" ( "R4O,! H]4E$051X7NV= M.VX53;>&]PP8 D,@/9D3:+^6\ X :>N&&.GW\6 M-WSOXO>T/,%A, *N")VT#L[Z-G'SLW M+#H\.<<0 P &B!)VZ ;JNUH2$V/P$ $>")J\9(#XM.SZ[,#P$ ! M''CB>GG_Z<

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image_15.jpg begin 644 image_15.jpg MB5!.1PT*&@H -24A$4@ [$ #8" ( "R4O,! H]4E$051X7NV= M.VX53;>&]PP8 D,@/9D3:+^6\ X :>N&&.GW\6 M-WSOXO>T/,%A, *N")VT#L[Z-G'SLW M+#H\.<<0 P &B!)VZ ;JNUH2$V/P$ $>")J\9(#XM.SZ[,#P$ ! M''CB>GG_Z<

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image_16.jpg begin 644 image_16.jpg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image_21.jpg begin 644 image_21.jpg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image_215.jpg begin 644 image_215.jpg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end GRAPHIC 72 image_22a.jpg begin 644 image_22a.jpg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image_24a.jpg begin 644 image_24a.jpg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end GRAPHIC 74 image_25.jpg begin 644 image_25.jpg MB5!.1PT*&@H -24A$4@ X( #/" 8 "@)V]. "7!(67, $SE M !,Y0%USO"5 !DQDE$051XG.V=!WB6Y?GVX%16WXD9%15%4W -!17 R0X! "(0$ EED$$(&"6202<@@"80,2.#Z MGO/&\ 7(NY]QOV_.WW%PJJY5)LXIE/O'IDI25JWZWP@AA!!" M""%Z0T>0^,S.7;ND<=L.B4W;)+>\G"@WOY0HF>L;G#XL0@@AA!!"B)?0$20^ MT=+6(=E%C?+RQ"PY^]:%\M3'&5)2U>ST81%"""&$$$)\@(X@\0J4?&ZL;9%I M2TKEPN$Q(8000@@AQ _H"!*7[-RY2TJJMLF$\ (Y[[XE M\G\7S91S[EHLWT9N4,XA(8000@@A)#BA(TBZI;FU0Q8F;92'WDV3(R^;+;^\ M9)9<_%"L_+BHA.,A""&$$$(("7+H")+]**YLDO=^RI._#ETHO0L2*^6>,2OET#ZSE!-X>-\P&3HJ2>)6 M53M]>(000@@AA!"3H"-(%%#_'/=CGOSCCD5R0._IR@E$.2@&Q><4-3I]>(00 M0@@AA! 3H2/8PT$6,"ZC6H:_G29'7Q$N!YR_VPG\=?_9\L2'JZ2@O,GI0R2$ M$$(((828#!W!'DQE;8M\-"U?+GXP=D\I*.RPOK/DG>_72GDU!\430@@AA! 2 MBM 1[*&DYVV6X>^DR>^OFR<'73!CCQ.(PA[&M MI5V-@.CWV#+Y5;^P/0X@[*2!$3)E03$'Q1-"""&$$!+BT!'L0117;I-7OLR2 MTVZ.5,/A]W4"IR\IE9;6#J+@=V$83IM//O6Z)&1V"$ M!"&$$$(((:3G0$S"3L,Q:N]P;3IGS^#3;=ZR79[_/+/;#" ,2J']'ULF"6MJG3Y< M0@@AA!!"B(/T*$<0O7#-K1W2N&V'W-DA%\^4_]X;+7T>CI5[WTQ1\_GP^RMSZJ2H MHDDVUK4H!Q'.H945F%#[7&@XJ&??%N7R6']YR2P9,BI)G)(KM[^6K!P^?YP]?PSEEW\8'"'7/;M"7IZX MVSE([]8 M(XN2JY2CBI)4?UU".).%%4WR[&>KY8A^82[_WB4*AGW0YX,>CY>CKW2=59,)T.9YD4/QLAC'ZQ26,CVN.7-MAD.('LA7O\I6 MSJ*[OP^A&I2#HMR4$$(((8000ERAI2.(67W?16Z0.U]?*2<-#.[R3W_M-U>$ M*X?PC+C>_G*C&9!!"""&$$$*(.[1R!#'W+R*^4NY^ M8Z6@.?6Z&3E7VTH0L>?N[M7ML]-?9 M:O8@_MO]8U/EQI$)TN_1I?*_8='J.(^XU+5R9Z"&>84P3W_NIA<3)+>83B A MA!!"""'$,]HX@HE9M6HHO[%_/*Y)Y*RHD=>UF*:IH4G,'K0#B+BAIS5S?H,9: M?+=P@XPJ!90,P1O,9PNE#*&;ZL7-(,QP^.V4Z'/"2,NZAI:%/"+4M2-\D7 MLPMDZ"M)\H=!$6Y5/WVQ4V^<+\G9=>K?(H000@@AA!!O<<01W%C7*N_]F"?_ MO3?:[5!T3X8L&TI)7QB?J7H+UV[8HC)^.S5TC)I;VZ6PHDG-0?QH^CJYZJGE MGV#W/MFBOSVZKE^9\9^W7^V MV;MLAZ\NV2F1BI9H=Z$D1U)W!D489[(*$2J>7 M10@AA!!"" D2;',$=[3O5$/A+WDX5@[W4V7S2,,!1$\<>OX@[M+FF$$$(((800 MC;'<$=Q8VR(O3\R2XZ^:XW-/' 1D_G%[E(0M+9.&K=M55C%4R-NP14XW'&,S M5%*[VB\OF:5F(T(AE1!"""&$$$*ZPU)'$-D["+D@XW6 ']FM,9-S5'8KF/K_ MO&'N\@K5(VFV$]AIR+J>?_\2B4W;Y/12"2&$$$(((1IBB2,(!89*AU *=F$I6)/3YU57"X9YK[Q^@9M5%4SXU8X@N#YV!)[Q;SA]C75[=W?8 M>$YT>Y?A6G0]OI:V#MG6VAZ0M6[O#F0'$4RM1HFED6E;Q1"LJW2D/3CJ L?\>[";W; MFS:W2MFF9LDOW2H1*RHMS7J*>6'6+92]G3Y/P6PS8\HD M-7>S)=<',Y(QA]CI-;HS*+I7&/L4*]EI;#2Q5W3R>Q274:W>?;H QR.\KRO;*DY]L>#48+V;MVR7JKI6-4$@N[!!:8G@^'Y:7"(O3UPC3WZX*B![ MY_NUZK> F113)O^Y5T!HG/8,./>]C? MN9\TUX:L_Y,?9]Y8*1<.CY$C_!Q'U]/L/_.X$0D,%+#1=4I\B*6>#&A7,[>E*._.X:[\M! MCS,_RO+HL,6D;I)+'UTJAUXRR^MS?L$#,;(@L5(YDX1X S+T$?$5*FOO M](LLE.WWU\TSGOMLI?;;H5EV$-E*1!/Q ?EX^CJYYNGEUUQ0JM>\/YPS-L-G@?(**/JBFGU^C*$"3L\W"LK,BL,7W] M74&P[)XQ*7*(22.W_#4$]B/B*RU=JS?@W9R45>MS%9Z_!A''[Q=N4($C.V@S MG%Q4FR2LJ94WI^0:#GBL''79;,?O]V VM(O-B"E5V<%.3'$$41HT\+D57A\( M'N)+'EFJU#-#<>8=G,!UI5MEY/A,)?+BS3G!I@H/&2+L2'=[ _Z-FU]*E*,O M]_X#CDA65-+&_2("A'1'QKIZ^=MM48Y&7WN*X;WX\+@TU6.M0V80FPR4>:&$ M]<%WTE3VDEEA\^S7_6>K\J-ZAP.A$&9#M/@ /N-^VZ%]9LEMKR:9[M@CZX+K M\\A[Z:;-&[;"3KMI@?P09:V#@ PZ E&^['>LM*_G%=GF$'7'KEV[]YGW&H[Q M+_R8S^VK89[W4Q]GJ%8GJT&6$YGE&3%EZKE"H-3IZQU*!CT6M(NA%Q($[ C6 MU+?)2Q/6>/V2.M+X^%TY(DZ)GP1C7XPGL('++]DBP]].51]Z;R\,,BX/O9OF MM1/8":(ESWV6*4=?X?W+$4(^Z#5P\B5&]*>BNEEN?#'!\>AK3S*<:_03US2T M.7;=\0Y#!A#]8@^/2^='V$*#@O3$\ +'OH6UQGTV[*T45=;G]+D(5D-PI/<# M2R2KL,'TZP/'\MT?\E0&WNEUNC)D0D=_G6UI91>>C_GQE9;,7O;74-*/]Z13 MX!N!$6N_\6'OY_<]?N$,N7YD@FK_LK(D%!5(V--.6U*JDAR^[*%IOMGO#6<0 M0I(XYP$Y@H@,(*+I;=G8D9?-ECM')TO:VLW&@QUZ3@@V4.B=>=!PZ'RY@;'Y MN\FXZ3=LW.;7O]MB>/7HL_0V98[>PCN,Z[!VPQ;5>$W(OD#08M3$+)9A.&"( MUBU:6>5(H 91=_1@///I:B58Y?2Y"'5#IAW]WA"_L!NT"'PX-5^;#$LP&N8C M(U,^9WF%)=<')5RGWKC \76ZLL/ZALF=KZ]4F2DK6;VN7BY[?)E66='^QO%8 MX?Q[ ][34Q>7R&DWVW-O_'=8M"3GU%G:M@"Q*E2?("%R)/<=MACZ^Q$,]-L1 MQ"9E\OQB8],2X56$!A<6S@<>Z%"DTPE4-[$/3B">;7QD(%KD](NJIQK4@:OK[0FFZ;MDA:#\L3;=V[=V!O3=ZYOH9[VD[ MUGG*X/E*&*RYU;HVKO+J%GG_ISRMQ9!"U;Z/VN"_(QB;MDG^>>TZOO:<9LH)]C TU%/'L M\< MB(W1X0_,[G@M68U_,1,\\RB/@P*GT^MS9W^^<8%\%UEL:>4"QA9!05W7\G2K M^R+W!7V!*,_$O6''LPOG^[5)V9:V*J3D;E9[9_39.GT]>Z)A/KE?CB!ZX 8_ M'^_5A8.TZRTO)X:N$V@\F.O+?'<"8>?:=BS8,R+-^_+$+*^=P3.' M+%2S?]HX5H(8H$'[=F-S$I:">:4&65T@RA M4)5SIBH8?;UPN!&?^62U'.7%C8AZ[OZ/+9/$-;56W$.. R<0&(M4R*+U3Q(*E%K8+Y;/H-L7;"3_?CO'P01B<$S>_FZMFG%F)OAN MYQ8WRG_N7NSX&ET9-NWGWKM8$C*M#>ZC-!9]TKJ+AOP9P]7S-EMZ+@"4'2$H M!>?,KG5],[]XKUES9@$G<*+Q;3OMYDAM,[T]SGRY@,CL(7OD*7J,WK>_&#<2 M%*]"U0G$?*W[WDJ17_DX:!OEM%\83J 5#UA7T/>38;PX4,+KS7$=\_.@4*M+ MT8B>+,^H40I2[ O4QZQT!#&$&*5M3J^1MMM.NFZ>&B-A)>EY]7+UT\NU4EX, M1D-_%@1,S,X&;FG:(4-&)3J^/G>&(/:TZ!)+]W50H\>\0)VSHIV&_1S&6E@] M_@557FC90+FFU6M"J>!+$[,L$RO#;$#,)F8F4"/S]N)AOAV&FGI3;HCHYF; $M&> M!:[YO<;FACUB>MG,6&MZ!$LV;C.FPH)IG]*0<57;I]!I=&7H6T1-G91 ;E2ESEU?(O^]>'#39HK'?K;6T M5Q+GY'7CWO UZ>"/P=%$,,**WE<0F5@I%SP0([]@*X)>YNT%A,3HG[TH"86S M@SEZ]38Y.W:#\DDHH![N1R/W\'=2U:Q .V?WH2?DNX4;Y-0;/%\[# U][/U5 M'#3?@T"C^VM?9]LRE);FO1U]^6S5(V/VJZ+9V,0--3[TS/SJ9?\;%FU9KQ&^ M62AE1#;'Z74&LYUP[3R9%U]I27!F?GR%UM<'[XN!SZVP?-P4G&S\.\&4M<8< M10@P604RCNA)M6,MO1]8(DM2-UF2XLX-\/=FWO9JD)-JMB"1ZHJZQS>N(TE'& M!A0#I4GH X^)#_7L^>Z(AH^W1 M$43T"RIC1WEQ 8^]F0BC )LH?)Q SHM"38W4=N2N05<"P^R&CDKPZ MW@N'QSARG,1>5JRN47,LN4'4RU >-GU)J>DC7:8N+E%JD;IN.'NJH9]^F45# MN5?FU,GE3RQC!CA PR86CHK97W"TS]SX8H+6UP>;=XPVL4K<#F!DQL3P0JVS MHJX,V4N,X#'[_."6>PV][+=7 MSU'O-8^.8%Q&M:KI]>8"CIFI2)RV#,N2:U2 B+! M\MSN:Y/G%YN>24,5EZ\Z%/X8@A"H^"NJM&8<",:A_.UV_:\M K#]'ENJU)NA MH.[K>^*%\9GR1YM&>YAE" [C^7/K"*(4$@W,WD2KSAL6;>G,*R?!<%=D.WV- MI)]P[5Q+7A#^@@C3*U]Z-U\08P2V6A =(L[3V3.D\P8109?7O\E1QXH@BK_6 MMGVGRL9?\62HZQT,HBBX'E#QK-[<:MJU[@21_4]FK%.E_DZOTY4ADX+-4WV S[C5 MAL'F5K3UP\$\9?!\K3?(4!VWHARV*RBKO,9X#H)%'*8[>V1+ 5&5 M$VS*CJ+T% D?*[0KH%R/:ZN[0BCZ4E&5 2%'[->W^_&>P#?K)\.Q.F-(<(S@ M&O'1_Q\9Y]81C$[=Y%5],EYDZ",,-?!'7\D' FH47[SYEAG3?*V"#>/S95:AK,D:_&!PZ.K]/K\F3(9*$DU,SH M.]YAR+@_FBSEU>;WP08#Z/V",J;.]^A?ARZ4 HM5Q*%&_]C[Z4'M!,)0^55F MTKV\SG",[5)-1:O >(MF6N/[C9)JG:\M]KEO?).C>AC-<(2AMHHQ7$ZORY/U M>3AV+PT"EXX@'M G/\KP^(-XD2&J9_9P5:?!AOGK>45RXG7S?#[)A_\LLPR1 M%AWY-G*#QTT"KBM*\W1= _$=O.<0L#G[UH6.OXA<&3X:5SP1ITH9S0(9!SA# M3J_-G:%' \YJ9X3.#/!Q_S:R6$X9K*\8$*XWY,K-'*F#Z.S?-2]%0L^]%>,B M\(QGKF]0?>E.K]'E->\]0QT?YA+W1*"HCKY G94QCQD0KD9/6=GJT]S:;NRQ M"AU?JUEFQLB%S3_?&W94ZV"?^M"[:29U0B02=RYY1Z8AQ;F9..$C- MK5-5/4ZOS9UA/X#>\:[.?[>.(#XFL6F;Y.S;HCS^Z&DW+U#1K5":/8>(/&;9 MP!'R]23CY7[W&RNEJ,*:>FLSP&83(SX\S2S"YA3] :%T;7LJN(8E5=MDJ)>" M04X8-NYXYZ"GP"RPD0DS?N]T/YYENPPE@ICC:.8[ ]<;XR?^J_'0>%SO_]RS M6(W4,0M<[X^FY6L]CZVS)-)L<,W1^/_H>^F.K]'=-?_S30MDRH)BT]\5?I>QY\M9DQ9:JDT%^03,&]8<1O%FA+>&'\&JVKK2!V MB?['?2L5NW4$,1P3?7'>G,S/9JW7KOPQ$+;_/-#4&R=X7\.&#DVWP5 FNR2E MRF-I2J=P0U5=:(X#Z4F@9^CM[_4NCSS.V!2,F9QKVIH1\4I=NUFN'*%O?R!Z M)RYY.%8IN)H)YGW=I+D:(4IA,;/*+"$ME/8LS]![RM5UV].7A\N(7:Z0UA/8,WH(-,DJ__0DPVV78PV!$UD8+O_D(6*!% MY7S-,R>^VE,?9R@=!G_ .W#6TC(5)+'Z.)&1AS"/F54WG>";F[$.X^:6.WX] MW*T? S64EB%Z@P1DSK-RMZ]@!<^2+ ML/5.'RX) &Q %B14^C7ZQ"[#L2&3;E:)(-YCZ#]"CX+3:W-E"+0@4SD]IM24 M-7<"A^#EB5FV1);]-90,?3ICG:ERY5#"Q>929V$"" E8L0'#MRLJ>:/\0>,R M8)2[W?12@N5#R74$08KTO,VJ-\?IZ^#*$*3 0'$Z-M+6[[PT[WET8T0&U2+/!-Q?/MNYM&% JQDQ0LWKQVSMVJH FGAVG MU^;*$!!&W[RK#.A^CB"4;R:$%WC\88P8P,W4:O*L*Z= )G!E=ITZ6;Y&T;&A MPS#.K^86.;T,GX@Q;MY_WK'(;580Y^*RQY=9,E^&6 ]>SEG&QO,LC!]_MW"#UEF'0_K,5*7I928&$6N- M#1C*:P_S$-ARTA!4PW!WLS?9>,;1GW3Q@[X',.TR?$?0.X-Y:ST1E.7?^DJ2 MUAEZ[&&0E;(R6XN Q5=S0ZU8?(]Z]&%=C!5"7 MQ=@Q;V:..V4HVWSZD]6F:5_ B<\M;I2AQK.MLRHW,L"8!>JJYW<_1Q I^X'/ MKO#XP_^Y>[%2-PH%\&%>O;Y>KG\A7@Z^R'&,@V44\PQ\?Y"K\7\A$JMG2$\<_>]E2(E M)O;'X3V6L*96:]4R50IK')^9Y?-H37C_ISSU'G9Z?>ZN]\@OUE@R8JFFODT> M'J=W7R#F:WTSOV?V!2(#MKLO4-\,/4IVQWZWUG)Q.)1N'^>'"GNPV*+D*NGP M(="#>V/4EUE^*=/[8RA+ATB/V2"[MFAEE5*:=?H:N#+TC=_R(TD9/S8Z(*B#:;O5\&3O Y@D.+0;O M^I,]P+EZ]/UT2YIN[6!I>K52D727%<0FYL%WTH+.T>WI(/HZ9G*.XR\B=X8- MB)E]@1T=NTNP=)X;B,AAO\>6J7EW9E)&>P=E^2BMMA*(8?G3=A-,-FIBEM4(UC:TR;.?>:[O M1:/EF@+SYQ\Y 536GOLLTR\G$.I:USV[PI*'RR[@W-TQ.ED.];"10,]H,*^S M)Q*QHD*.Z*=OJ1P<%FQ S!J9@!O$^SR_=JJKE=#4$25&6 M[HF]'$$LZA]W>%;+'#TIV]2/N5.@;.Z=[]?Z-6?KH MG*&EV2" '.^A;^;V' M>8DG7#-719Y)<( -,A1?=9VEAN.Z<'B,Y)DP>PF@W 7/X@-C4VV9P>2OP1E" M"9:9?8'8>$R-+M4Z*X;^F>%OIYDZ(@-B0"B)/%)CN>Z3!T4HN6XK2D(1]+A( MX[Y E'V?<_=B)3[7$RDT[O5[QZ3XW&YBI^&=L?O^M*ZZ"YMOB'/8T0/GM$&( MQ9N],9Y=!$&AY&CU,2$8 _$P*RJZ4-D!31&=W\&H.D*RAS.Q7;/'$>PL:IS[@I%8_0' MREVHA=F<=^C^V3!)-+(5%%ADS3D_2.!N&ZXT-&'KXS ;B..CO/DAC\1&( M(?UDZ$DY4FW!_=F5!8F5\I>;%F@;E#3;/)7\UQCW M!EHVCK-IS,T-(WN7)6X^G-S(<* 38B9:6:GP4?+4V\H2IP@04QQF(/?[!*KGS]97&?;E$ZRP@K',\1J&)&3& #-M=QCG068T0/B"<7ILK0Q#FUE>3E)KG3I/KL=IV=,@'4_/E:(W'@\ @ M@ $I^4"?]-Z_'1%^#P3!J!PWE9L^/0]8!$?U?:5R6 X=_S)1<4]^7*#5$+X[. M_4;(T*)4V8I@(2IW,(\0I9=.KS-8#8X0@I]F7Q]DZ%/7;E85-DZOT94ABXP- M_-+T39;V!:+2"'V!N@N/$:^>IC+PW/8N^@A$CWB2. MG+(#SM_][9D44:3V_,0]RA%$A!7EGIZB-O^Z;RC)_%@*SHNT)%!C:2/2G#8K;A M&W?_V%1+2G91J@[E7ITS],A&35E0;$G?:B?H'4/66N>1+E89UMP=>'=A_P35 M?:N/ 2U>5FIY("'@J8+,2<,Y?F%\IC0VL97)&Y0CB(T]ADQZ.KGX )=5FS<$ MV$[@!$)VKHQB8DF^JAVE%0OE7U MC1?$[SSN ( M/?EAAJF#TP$BRRFYFY58E=-K=&4(1B KDI1MGE (^@+?_TGOS>51E\^6-R;G M2EVC^1NPZLVM/+"'!B7W+;F%0X9[XS9K&9<^HAKKZJ>6F M?W=#&>4(XJ.%&1ON3BXB#%!^"M8T*Z)?F*?AKW(5/KYXN>VRXLG2!&0Z/36W M8V!HV-(RIP^5= $"/AC[?Q(,%@$$C!4'.SP7T>$5\I M)P_4-T.//KGFZ>7:]VU;:9@=V0FRH_.,=]%<8A:DSE5'$*_IJ4K%_J(<0,.!\'JBB;T+3_R7KK6I=MVV/!W MTM3Y@%!45D&#]/:0:#'+H./PK45EORW&M^>V5Y.T=O#AQZ LWZR9K?@5C+A" M*76PV]+T:I=[DEXH,UJ47.7Q!$."-5A+ J$0^KL RHD0Y:V$_&[H)@/W #4U M=Z6SV(AA8#?'2.@!%+%TC]#U%#MI8(2\\4V.Y)5LL40D!.]JO,N.T3@K! ?U MCM')2B+=+-". &$"G42J%CVVK!;.Z$-WN]QC[ @,U")=8T3.%@ <$0G0. M4OSQ^ODR*[;,V"!;5]&%S-='T_*52(G3ZW7:(.8$\!Y$%M:.9Q=5>Z]\F659 MV>];4_0>AP(;.7Z-J0'(QJ;MTO>16'5/![/]Z8;Y\M7<(MGF0M^C%S8LV/Q[ M.L'/?I8I]5N#3RD3XC!G>%!#=6?GWALMF04-03\WT5N6I&[R&/%!V4=^B;6R MT\0SZ O$.!=/LS]IUAJRY(@ I^36J0")5>7C*#G4>683LE7_OGNQ%%>:5QK9 MU-PN7\PND%_UT[?O"CUA:#NP0D0+9< 0F-#9"0X&0^L+GA^S'TUD'M#[I7.& M_BCC_80,O17JD5V9:3B:&.G"K/5TXWT5IL1AWOLQSV.UG5F&O4!^B35]@5 J MUKTBX8HGXJ2\VMRRY\?>7V4X\?JNV5M#)A@)K]?110_EH+&>S. H<#@1P=%;N"G6# M X!-.C(V$(KHL#A8U/>1I5I_B%%U@4"268XPSB?ZN4ZX5E]Q&%1/W/12@IJI M93;H"\2(@V,UC\+K;AALC[(HL\K%NK(\HT9M^IU>HRM#)@K[.P14K 2JR%>. MB&-ERL^&X.Q3'Z^V[?M\WGU+)#JERI)O4'[I5K6/UOG:GGKC[KY ,Q,V/T9M M"(G]%>X-?)?=W1N]D"H\Q8,$.1KT(902;$!%T=]L":(X&#C;$TL@,8+ W;DY MZ;IY\M7<0J0&CW,?:>8;WB?H!1K[W5K)+=ZBHNQV5 N\-BE'ZP\Q MYK*]^\-:4_OCBBNWJ;XFG7M?H=R:F%5K29 4&98SARS4>OW!8%\;WRHK1GE@ M;W"R30(@_ACN&^S=K! OZLK&NA:5.;%K9,8SGZP.BAY$NRIU4/:'LG0K AWH M"T1KE!TC+_PU"$"B+[#5Q(PW*MY"H<3Y^*OFRM?SBCS>&[WP,CO PX\A$HV/ M7;" C=F+$];X_;) U/WQ#U99KJZE*\]\NMKM^<$+[M6OLIT^S!X)-IR8%XB^ M0*=?,CW%L,$Y^[8H&?=CGI(%QTL5[Q@["B1PO1JRV;(HV5J!/_3$?CQ]G2WECSC7@YZ/5]>SWV-Z"T?99:C6&S4QRW#8 MS"_[Q?L<%0F!B"Q:;7C&41EE9N\OQA1=]&#PZRZ@L@^S)+TI">\UW]AD>/I! ME#\%BU.$].?,F#+YW37^E1/AY0)UNM7K&YQ>BF.,#UOO\3PA FA%E)6XIE.= M#F(<3K]D>IIAT^]-9,ULT.-\Z@UZ*\*B;]',R@F41**QW>EUN3.4##WU<89I M:^Y*I?&MQI]<8S(;G!0%L9.W-!JJC([]8H[5Z(H*U5JM[8Z^%L0AX/]EQ M/?]^>Y1DY-Q2(>F&6F,YE&J%LY]^W M1.(S:VSKE89SA5$4.F]XX! EFS@T'N&U8"9RP]KUX&/!EG MRYI^>_55%^K).COB5ANR51<-CU'?([/!.WA-08-MU]8?ZPP,Q&54 MF]:.@'<%RLA_&\"$ 1T,]T:?AW:/,O*67L]Z* .$9XR2J&"@Q'!,KGYZN?S" M3ZE>I, _F)JOA!]Z,DB->SI7V CE!.DXD6 $TMP8T.UOIIL6N!U\T0RY[ZU4 M]7Q8#;+M+VDN!H32$S@M9CK&J#SYUYWZSF-#%!K'E[;6_'EL"+:B%_^,6_Q7 MN:;M=AHFAA=8(I"R>EV]4L;4.4./^Z>DRKH@+1YW/*=/?)AARWK0?_SZI)R] MQB*@/#08^@2ML-V!C@7R3421)=>WNKY5523H/*X&_7N3YQ>['(?@*YCWF)Q= MJ^:E.[TV,^X-G!M?Z'73BPEN?_@/@R+DVTC??M0)ZK=LET?&I?NMX 5Y[@>- MFY]9KMU13T_G\8+A,2H:0ZP'D2I$_G#.G7[1]'1#;^8*'R)M_H#2L^E+2M5< M0J?7Z\H0=80DM9F2]%N-C3L<;:?7YLKPD<4&Y+N%&TQ;G ZH"RZ M:&65TX<:\N"#7EC1)/>\L=+QEXPKPP89HQ2@7N:O07TO&"*\?Q@<(=_X&&WS M%0B%0(U29S$$//\(FIFUWT2P8^*<0JW7C.J8$1;T!>(]&N$,FUDZ'4N"<7].69*KL^;0%_8WKY3%B57J=); MJ]>#=P'*\2&.UEWYWP-OZQLTLLK0%G+]"_&6] 6B(@%M45#%=GJ=K@R!@=M> M2U8S\]^_^T'4%43/YQ@W M[S_N\+^I];2;%J@H[XX>W!?8%3B"5SVUW.TYP\;=BL@XV9N&IAVJZ5_GOD!( M%*/!>FITB=\V*:)('AB;ZG(%EU[O,< CP,M=Y@#C,E;S3U M?8FYI)CWYO3:7!GZKK !JVTTOR\03@8"F3KW!2+3-/R=M("><3LL&)Y_ M^&J^] 5VI9>G?P!-AQ /T15$_ZXTG!9_!140!7AIPAI;^GZ"!;P4'O<0G:8C M:#V([*)$4.&^0,8R-OQ4#Q3O!^>O1]>[+6V)=A+("[T1^Y&[8X?M[M,F3D3QX8 MH<;56 &4BJ&"K'-?(-1IT1=I5CL"GI6EZ9O4L^/TV@*]-Q! ][4OL"L>'4'4 MQ%LAP6P&Y=4MQHLIW>^2,D3=,?\JFZ(G>P%'$#7H[L[=L5?.D8GA'"IO%1T_ M]P7^\PZ-RS2,CT;_QY:9*IP1F;A1S49R>FVN#-FP0%ZXKMC6VJ[&4V 4@]-K M=&4(MMT_UARGOQ.4.-WY^DJM,Z (Q*#JQ&PZ,RQXAIQ>HRO#QA!M LC8]D2* M*K&T38S8\LLZ1GK!%G1+VSJ"\2Y1HEO5J'[$5YX?GZG<9#4 M['."A(459;^-VW;(YV'KM0XX'S,@7,T&1Y^N66 F,*IO=*ZV\L;0,XF@25L M]X9'1_!FXT3I**""DKF/IJU341)_3AZBSXA"+V:?VWYXXPAB4SCVN[5.'VI( M@IXA-"_?,-*]D).3ABC4:3DE1S-\7HCXM. MJ5(;;IVS#IC+AJR#68/CH8R*@<4Z]V:@)V7,Y!Q+,BTU]6UJX+G3:W1E>,;_ M_+,Z83",CS(;E%F^]G6V'*_Q!AF;0#Q#9@[4WA=\C_#.0Q#,ZO7@_0=!KD7) MGD=_X+BPD7?Z&MAQ3@8]%V^J$]0)*A(6)FU4%0].K].5(?APRZA$4Q-2$)-Z M_O-,Y6 ZO;Y #"-4,$NRICZP>R,H'4%\E##(]-]W+_;[!)YXW3SY>,8Z]@5V M UZPW@R5?^.;'*4CK/2<(+%*,#S-H@(@,*D91^CRYU?&VN#-F1 M>\:D*'EM,\$8%KS,=1YB>^:0W:)A9F8=4/;\YYL6:"W%/]2X+E;T76$#]N[W M:_U6N;;#((R"2'-]#VR;0.8%?8'^SB2VP_ ^NG/T2BFNM'9_AM_W)"IHEN%] M@)ZM)B_& F"?\N'4?,>O@]6&>7E6C*O999S M89S=SD )2D<04>EKGEGA=U\@2DF'O9DB&^O,5UX*!?"" MA02UI_-(1] :)L\O4J6W3K]H7-EAE\Q2_'='_),S3JD&AN;2QY>JO7U/O_^):H'W:P,:"=XOT*=#_VF M3J_1E2$*C]%25CL9N@+1A4L>CM4Z0P_1EJ2L6H^9LT" 0WS?6'O4.1%X>.ZS M3+=]@?N2N*;6\>M@I4&I%P$S*T! $R)O.K^#(>*"P(!I?8'&LX)L,ZH!G5Z; M*X-?@V\/M!<>?"?-I3WR7KJ:.VL&0><(HJ<$V9+#_>P+A! %)(E7YM0YO11M MH2/H'(C\(?OB],O(W?/3[[%EDF^B< 94$\?]F*?U\'3T3[QNW.\H23<+J.&A MW_"TF_7..D"FW_S8*22#P[YP10S6*U M'?1SVP1ZE'LB$,7!_:ES7^#9MRZ46;%EIL[Q[(Y/9ZZSI5(!YQJM$)[Z O<% M F._NT;?TMU [=6O NO]<@6^/1]-7Z?&/CF]1E>&P,"SGZXV=5X@]$!PG^DL M2(9S&RKT8Y8'[T\J^0(!R/#M*MU'BAMYKS"7N;EZ@.]!G;-9-IZX;C!.T+G0/.V >A;-5,56YO M"!I'$,WZB%#^*X"F5F01,3C2F_KSG@P;==?C1DIYG;H\&!N+"N3Q4XZP#! 1FF:Q&."VZ M5/XZ=*&:R^?T^EP9LD$EQC=OEP45=Q">T3G3!'$R.B \B\S(@IE=-U MS]"/3?5K:+0O%!H;<)1NVY$YP2BJB7,*E5/G*\C8H[3>Z>MBMJ$O$#WS5I2E MP[FZX &-O[G&MP'K7VKB_'+L^;^97ZQU.3[ZQ3'"PPI1($\$C2.(%]^MKR;Y M'3W'WX,J']*MQ#W8H$,MS=,YI2-H'E_/+93?7S=/ZVP@^@(A9&,6*$^Y^:5$ MK S189W>&XX(XCB\]6J%$2NYFN>C!6*WG69J=H>\.!"71KVU' MD.K(_K/ER0]7^9W=Q'LY*GFCX]?%3,,^ $)*Y1Z\9MXQOW5U[##4"UBIE)Q M9Q+I[-NB'%^;*\/U&/C<"L=&V06%(XAA[RC7"$1A[81KYTID8J6CZP@6O!D? M M=_I00P)L/)'IUGD#@N9E,X,HV,B\_?U:K94RC[XB7,;]D&=J1@R; M+&3%3M&X%':W.NI*5:IL%BBK12!!Y]$@?Q@\^Y:[%$)7D>F6(5 M'AU!1*"LD*[U%IP8*'@ADNKO28:WC0B\%1_X4,0;1Q!B"B@?)8$!YVK0\_%: M;T".OVJ.)&36F%HJ!]5$.S8;_AJ&S*)TT\P/,B*3$*GZW[!HK4LC,5H'?0H[ M3;K@&#_PUI1\G5+Z<,212EF?4!)S=K&UHD][WZUOJ MZ(L->RM%!26L*$M?8>RCC[]*W]YL&/8:,2;.Z84RZOUC4[4NQS]I8(0:96>U M\),[>GE2;L-PS[@,\VIU?04JH1<,CPGHQ721\?>M:/P/5?!BOO/U9+?G%([Y M=PLW.'VH04V+L4%$S^I1&@_4AGUK./QF*I=ATW6"QDIO>->@/\[L2HCRZF89 M.BI)Z])(&,9%X!J9 E\QE%OGLF>4PA56-%FR 4//'13PG%ZC.T,9L),; M$:= <'C6TC(5_'#Z&K@R!++1%F-U[]":@@8U,L..LD%4%"'[;D:_.?I9T5OE M]'4*U.#,HB_0S#:$3E#NC:R3TVOT9 @6+D@(O'(/[_'2JFVJ#%;G#.AA?<.4 M*O=6BP,\GNCE2:@!-^449 MD57S;7H*7\TM5#UH.F^0'WTOW92!VN@'1&EV_\>6:AUYAR$[@OE<9CH%V*R\ M\_U:K3._G09'&*4TV87^]RN@#Q*EXY#"1C16YWLO;O>6&E+7R RX\]] MGFE:#QA^!SUU3E^G0.SW ^?)S)@RRZK6T(NO>P 2AF/$@/OJ ((>&$_TYI1< MM;?2N0H#NB5]'UFJQ:S67O@(NCO8/PR*D&\C[2\!1%D2'-! ;][17V?[+$EL M-_@@H4[^\[ "IP]%@8@45)O#S@7( @%, @7)8(Z;T!@4,P<\&2<7#G" M?[OXH5@EQXXAU3K7Z<-P/3Z:EF^J4X#G">7M1VN>%>IJ$/#!A_321Y?Z?+VA M2(=>0'R$=2Z!A6$4$4KJT/]^X0):F;[(T MP.,MO3"=WMW!HDQH_&S['93&;3N4S+B_)QDW09^'8X-F5 0^2BAO@$@#7@A. MWAPHU_!T?A% 0,TY\9WBRB:Y_H5X.?@B?3<@/=&P84?DU&P0;4>&S>GUT?8V ME R]^G6V)0.;&YMVR"TO)VJMSJ>[X1N.&S?M+$]:8 MOO:N(."%RIXSA_B_U_+%L,$OJS9?N1U9H'/OU;_T<5]#8/2^MU*EV")!1F@0 M8!:DT^ND[6TH@?U4(['%7J]\Z7D&RRM?9=OJF&PW')%AQL,1R(D^_NHY2N3& MZDB:671F#1"%1XE&D>$L6!&E]H:"\JT>S^^MKR3U6(6Y0( 8Q?.?9\J1&H\. MZ(D&)_#L6Q<&5)+2'3M_?JZ=7A]M;T.ER; W4RSINX*JX^A)V;9D6$+9X#18 M4;(+ 3J(51VA\]W_.BZ_@ MI1\>5QY0N0;Z<)!JWQ8DVV!?22!@@SAI7I$J]W'Z943;VS Z 'V!9@>.<,U'>E#@I=EKR-)!#7ME M=IVIUQJ@F@(9EK,"J&:A35>EQ>@QM4+ )J>H44[3>&@\'(1_W[U8>@[R/Z52KV@K/AZ>!O')D@>1NVV') A>5-RKGHHS=0:6 MG:3DU"EQ :P#0@L80FRWXBG*4=S>S,:+Y:4)6;8>4["#*'1L^B;QU)-+L]^0 M>9AD;"*LF,_5W-JAG ZGUTC;;<@$GGMOM(0O*S?]6N\R-EYI>9MYO0,T!'+O MLRC0B%$FUSZC;YDV' 3H,LR(L:8OLA,$R:$4:X>:+1S;RY^(4^725H$$ EI5 M=!8'Z6J[QX%D6YI@V=S8%A1*H3W)L*>'CZ,;O>"9>I)7A;+HTG3KA4$P(P<1 MJD $8C"'9$GJ)L<&,P8*/G[H6^E4%SSUQ@7RT;1ULK&NQ;92460CW9[CJ^?* M9QK5-^L.-H@0CD#_F=,O(MK>AAD^4&^%0K$5X'?/#Y$95\%NG4Y@V%+SG4" MX".DP(-!G4]7._!G);VLP@;32T(1E,&L2)W%>Z!8_/)$:X.L"'C-7E;N41#. M+#OKUH62L:[>$E7>KN25;)%_W+'(\6OHR5 B>^?HE;*^;*NEYR-S?8.,#P$@WVDL64W,TJ MHRM#.\S Y^(M"TH!!).AG7#-,^Z#O6;9[ZZ>*U.C2RP; MB] 5!&+N,!PLIZ^C.\-["'V!,6GF#4UW17918T""BS1S#!5T"+I$)FZT_)K[ M2R^\<.]_*\7CS8NF4ZMJF0%F:> !.2B >F:4Y*RUJ8352E *BH'.79O94?( MY<$YRRM4.8%5&CB8JW1('_<9XHL?C-4VLJ$;R')_-;?(HW--L\\@3WV&L>&$ M$]A@8;D2:&[KD"N>C'-\S3W9\/U"58M53B VN<@R_L.F#$NH&IRT#Z?E*T$M MLTDUG)]S[EZL]:@(;!:1U;(2*'9"\\&.$DH$/D=]F66;O@3>Y="&_6)V@<<%W3\V M54G16@$B\AB=@.'O_I[P$Z^=)].B2VV)/-D!LH(HD=EWG6<.B53E+?A@6%'^ M^NG,=1Y+FX:^DB35]<&==;4#"$>@3/D\#QEWFGV&,GC,=L-LKD8;>F_QP7_Q M"_<]MS1KK_>5(Y;+ HNBL7@'K\RIDZN>LB?#$JIV6-\PP2BKTBKS]QCEAO.# MLOQ#-.X?^_UU\Y1(GI7@???IS/6VJ-EB WS#R 0ILG%8-IY%J)(>ZB&0[90A MT/'21/L<8X!W'\5BG#%4\MWT8H)*KC@U B&S!,$83YM_B%Q8)7,+0913 M LB8'-IGIBJ=++=@/HU3("OX_D_YW0ZAAL-\VZO)LB"A4OTY,V^QFU]*4!D3 M5^<:BJ;/?I9IXK\8FD"Q"\XZG&:G7TBTW091F#M&)ZNRG)96>P)&^ @&,"^ M,?OMI('SU'W?;K,G:_V_8=%J](?=6@TH>]5Q;AX"4D-&)5K>%[@O;W_'\1%. MV.DW1RK1123/@F&"72_\/S4-;:HVW]W"CC$ML'[%@!U#W&F\X M7;^]>J[+]2,[.&14DORT./"&;/30_+J_^TT-1&Q69-:8M,+0!-+73!8'@^/S:^WPU-YF^:EJ^N495,.F=K<7R8%VCV_-*N(-"/8>MVG ?L M'R#8!X$T)\#^U-/X*SL- 8A3?G:,M[?;/Q,:O#XI>R^]"9KYAG)DB)&]\4V. MJFRP8A25E2A'$ <]Q=BX>EHLQ%A01FH648.UD^06 M;Y'!S\=[/!?(Y(TAWD1N4$)73(.+_Q(?VB#3T1$-%"T0P,!\0#K^5.5]D6-+S-LLE#\Z76Z,F0J(^(K+!4.@2K\YV$%9W[]9OV6[Z@L\ M_BK7E31.VZ_[AREE\*T65C(A*+DDI6J0P@2G[K&H/3 >RD5^?_!S=K MO\>6>3P!4,"K"; \%,[-Q/ "-2S" AE-$-[W9>* <[H1K MY\F-+R:H72K/?+):1?XA#H%H MNY6E=5U!V?>[/^0%I'!-FZYD[2$29W:Y'/86J + (&V=^Z(>&9>NQ.VLO&U1 M"=''IJSUJ3?,5SVY3O0%[@N2&OV]V,M::7"X<(_G%#4Z?3KVL&'C-GES2JZ< M=K-^8CJZ&_;54/;%**CG/LM4$PI0'1E,?8#NV.,(-AD?.,SP\71"_GMOM)K) M$P@HJQDP(BZ@F8$0 ^@IL^R034#SJ2]J6,B._,7X\RB/BTSTW(@/F5M/96MX MN>H0W=(17*/9R\KE.&9[3#?!)4!V/BA=#$INU;>^S%/!CT?K];EJ1JC)QD"7C@G,*@/(@B&LEJ(5"'C M@!X,9/_LF,75%618YB=4JKXVI\]1,!LV5..,>]^*;%A2=IU<\42];D_6&GV!4!*OT62D%/8H3WR8X>@U1L *WR;=@.,"846HB6(/ MCCUB($*-H69'7SY;C6C#MP?CVZ#Z/FIBE@HR+TVOEJS"1E7-:+?@G-7L<001 M44TV7J*>I&;1%(E2133+^P,<3@P9_54__S<^$$]!5-;?8PA&\'*#_+"O+W9< MK[-N7:C*Y7!]N]L\I>36J?(1=VJAV*@^/SXSY)19S0(;?/2ZQ*9MHIELRU95 MJ]Y71. R"QJ4TC!>QFIT2I#>CKN, \?QHWP5ZX( D]/G61?#!Q?G!(;H/B+9 M&XWW'\3%G+YFE34MCI^?8#=\AZKKK1$3@5@(OF=.K]&=H43"_BG6G' M>E:LKK&DS]-?4)J*R@LGKW'\FEHULD-'<&] G GEH@A(P#%T^IG0Q2 RAD05 MOCWH=456'>\47:^E6?3J^G^@J=0;89(;1R9(H?&@^0,&?O[M=O]GV70.*BTL M]^_?#U;0^S)G>85RZGP]9RA30"D3HAR(K.-&[UK'#\?HVJ@7?T]#)B_^_P-ZT1Y] M+]VC,W&TX1PDK*GQ6JX;O3W7/;LB(/E:J##%K[9V4+#NH*3S@;=3 QJ[T=4A M1";076\@[.^W1TE)E?.SV @AA!!"""'FL)\C""=K26J55^J'P]].4XV4GH! MR83P@H"<%R56\GFF:MCOZ:Q>5Q]0GZ4OAFOVT+MI/=KY)H000@@A)-38SQ$$ M4.4;.BK)8Z;H\$O#U @'=_UZ^"^):VJ5#'@@F2L,BH9Z'-G-TY]DV#++"E+? MBU?N'A)+9Y 00@@AA)#0H%M'L+UCITR++O$X2@)VXXN)4MOH.BO8N&V'FED2 MB#-R_%5SY./IZRP["<%(=E&CG'U;5$"EMMX8!G9?_?1R-<<0DLR0O&\/L1DJ MA!!"""&$]#2Z=03!NM*M:IBB-XX&Q@ITEQ5$_R!F<_SY1N\'H>]K4!B]_(DX MJ?&B!+6G\?HW.0'-8_3%#KIPAIQZPWPUCQ 9PK)-S6HP=J@-UB2$$$(((:0G MX-(1;&_?*=]%;O"J5Q!B(A4U+?O]!E1%G_YD=4 ."(;'SXPIL_0D!"MPCB&@ MCY>/INY7I9GU*A[IG[K=CJ%A!!"""&$:(Q;1Q".W>3YQ4HPQ)LL MT?+5-7O^+L90W/%:&+*W_1]?)F]-R96H MI(V25=@H576^S9HDA!!"""&$6(];1Q 45VZ3>\:DJ%X]3X[ A0_&R$;# =R= M#=RH1C[XZU0<=,$,N=UP)(EG9B\K-V6NH)F&.9.7&4[ATQ]G2'ACXX@F&-LY,^Z=:''S3^OTA 9RK2QZ)==SY96*I 2 M0@@AA!#B %XY@INW;%?#W'_=WW.&#P[\X@NK/[WDJQ>NTA!9SU M7P1XSNTP]'V>/"A"]7Z.^"A#/INU7JG.9AB.85UCF]N9E(000@@AA!!S\,H1 M!"FY=:K_ZR /PC'H50O4"3QY8(3D%C=:N>Z08UM+NPQZ+MYQ1\]70TGK&4,B ME6.(T13(&,Y!QG!]@]34TS$DA!!"""'$"KQV!#%D?LJ"XH!F GIK+T_,$HI. M^@;.5^*:6J^RMCK;KXSC1QGRU4\ME_O'ILJ8R3DRV;COEF=42V%%D].GF1!" M""&$D)# :T<0U#:TR:/OK[+4V?CC]?,EOW2K5>L-:3!FXX[1@2FUZF:']YTE MIPR.D L>B)'!+\3+$Q]FR+@?\V1:=*DD&(YO>?7^\RL)(8000@@A[O')$02K M\NN5&J0W*J+^&(:4M^W8Z?E R'[LW+E+.4<8N^&T V>5H?3XV %SY(Q;(I5S MB'+81\:ERUO?YJI1)QAA4DIU4D(((8000MSBLR/8T;%+PI:665(BBM]$;R#+ M0OVGH6F'//!VJN,.FYV&H,0QAG/XIQOFR[GW1,OE3RS[.7NX2CZ8FB\_1&U0 M"K28;=E!E5)"""&$$$)\=P3!UN9V>>?[M7+OG? M?=$>E5U[ND&I],C+9JO>P[_#).95-?FK!&O@@OD/"X%Y4W2W,I24T(((800$CKX[0B"]:5;I>\C2]5LN$ WYX^\EZ[FR!'_R-NP M1QWZ-+E1@/2DX_GKY.)H87 M2G1*E:2MW2SKRRAP1 @AA!!"@H> '$%D[S+RZP,N$3UV0+@2.6$VT#\6)%0J M1^5 .H&6&ISL0_O,DL,O#9.CKPB78XS[]H1KY\I)AL.([.+I-T_ MEJQ*4-_](4\^G;E>9L:6J>PBK+1JF^QHIR 2(8000@AQCH <03#?<$*P*0YD M@WWOFRE*R(/X#IQ 9*[H!.ICR)#_XN*9RFD\PG :?]4O3(ZZ;+82M($=?]5< MPX&<)R<:]L\[HN3:9U?(C2,3Y.XQ*Y7C^/Y/>2KCN'AEE21EU4IZ7KW4-#!; M3@@AA!!"S"-@1_"FEQ+E%P&,DD IWKP5%=+.#(G/8-CZ<5?-42,5G'9^:/X9 MKATRC7 >88<8#N0A?78;G@T(WAS^LS.)^9T8G?&ONQ;)U4\MEQL,Y_&93U?+ MV.]RY:=%);(LO5HV0AF5F75"""&$$.*!@!S!E-S-L7.7;MD\Y8V)6J";)/3C@S-&3O@_-U.9%<[L/<,E1F&P]C[_B7RPOA, M6;MAB[IG""&$$$((Z8K?CB#Z^1[_8)7*5@2ZJ?WC]?/EV\AB)>'//:MKV@QG M&:6"%PZ/D8-\$.A!ING_ LC:T@(S9/QP_ET9E'=5YJ\[,YXOB-<NU!45*Q=+;$%$INV29*SZUQ:+?L'"2&$ M$$*(C_CM"+[]_5J5B3![D_Z/.Z(D(KZ2HR1D]VS II9VI31Y]QLKE9/B[7E$ MF2"&[65'73Y;CK]JM]!*I\$Q0\8+ M ^/WM=-OB92_W18E?[]]?QO\?+S<,V:EW#LF92_#")/WI^;+%[,+]K.?%I?( M\HP:25V[N5LCA!!"""$DF/#+$6QLVB&7/;[,,J5*;/R?_B1#PU M!P4H RTHVRKCP]:KT1"^G#\X@2<-G">COLS:H\:*7K%;7D[TJ:34&T,F#5G' MK@9%3(Q4Z#2HFIXQ)%+.NG7A'H.3]N^[%ZM>MJXVX,DXI2+[R+CTO6STI&SY M:FZARHIVVN3YQ4IH:%5^_7Y6MJF9F65"""&$$$)RJN;9<[R"KGIQ02?!6'0CX9Y=F]\DR,M;1U[_?:T MZ%+5C]GUSR/[ACZSHR\/5_8GX[^?>N,"92A#_<\]B_?8>? M7RG/?+)Z+YLXIU"^6[AAC_T0M4'U-F:N;]AC6J]*\_-*M(>L00MD1O5Z1B1OEP7?25,FCSV65 MAA.(K-KWAO.UKQ,(2JJVRY/22""&$$$(((4& 3XX@A$=03AB(2,R90R+E MB0]7R5*\3&0$L_;7DU6LP+7 M%#0H)PZ.X<$!*%DBLWC&+9$J2SAF_09S)]=7V;K,BL42(J M<(+/&Q:MAH4'U];Z7*10_&JI+:0$=N8!CZA0_$R&>SUBMU4?08$D(( M(8000H@O>.T(0J %ZIV!.#&=P^*[ @3F??66K\P24/ MQ\KMKR7+,Y^NED]GKI=%*ZO4Z (H=)H!U#GQ>W$9U4K9]/5OJ?VM;*TM!"2&$$$(((?[AM2/X;61QP+,#4;Z)$0;= M 8=IPF*#XZ:\S@Y+25[_.]MC/!C&5 MF-1-\LA[Z4HAU&R'L*L=V'N&'-9WEAP[8(Z:VX=![&<.6>C6_C H0OUY"-V8 ME;UT9?@W,#(#):[HJVSE##]"""&$$$*("7CE"*+?[>JGS2@+K?#ZP"IJ6B0F M;9,21 E$7308#5G%ZU^(5T/=,1*"#B AA!!"""'$3+QR!+^/VA#0G#L8'!N( MF_@"2B WUK:HGCCT^*%'SFDGS4K[=?_9ID*$_M%(%9GE&C9C72 22$$$(((818B4='<%WI5C6.(1!G!X[.=PLW!'RP MT$B!J P$4Y:D;I*'QJ7+'Z\/3,#&*3NB7YC<,#)!)L\ODO*:%MFR;8=T:#3[ MD!!"""&$$!*Z>'0$YR=4JC$(@3@]%SP0(VEK-YMZX'":(&)3:3A1/&#+\#>D_?;38X>YW_5JO8CMZA1QH>M5V(SF/<'01:,LCBL;YAR%#%?$&,QD$D\R O#G_N_BV:J MOW=HGUG*V3OBTC UZN+O=T3)G:^OE ^FYBO%4SA^A!!"""&$$*(;;AW!E-S- MTO^Q90$Y@B%B&$$$(((81XC5M'<$YL#[IF[Z,$8*:ILLG--A!!"""&$$$+< MX-(1Q/#W1\:E!^0$0C!E\//Q=JZ'$$(((8000H@'7#J"&?GU$$$(((820T*1;1Q#] M<0\'*!033([@ILVM:M;A?^Y9K%1.XS*JU;Q!0@@AA!!"" E%NG4$UV[8(M<] MNR+D'4$X>WDE6^3EB5GREYL6J)[(R?.+54:4$$(((8000D*5;AW!]+QZ.>^^ M)2'M"+9N[Y#E&=4R])4D.7; '#GZ\G#E$"([2 @AA!!"""&A3+>.($HC3QHX M+V0=P8:MV^6;B"*YX($E3BP!1#=70$=^W:)1LV;I,G/ERU9S3&P1?.D,N?6"8):VK9%T@((8000@CI M$73K",Y/J S8"80=>^4<>6M*KMUKZA;, XQ*WBA7/!DGO^X_>\\Q_NWV*)D9 M6R9MVSN,_6ZM M*8[@@;VGRY4CXJ3><,2<(FQIF5S\4*P<>=GLO8[MN*OFR.A)V70""2&$$$(( M(3T.2QU!V#]NCY*EZ9ML7Q@&PC_Z7KK\_KIY>V4!8<<,")>7)JQQU$$EA!!" M""&$$*>PW!'$6(97OLJV;4'-+>TR(;Q0SARR4)6F[GL\4 B]Z:4$CHD@A!!" M""&$]%@L=P0/Z#U=J7(6E#=9OIC9R\K52(@C+@U3_^Z^Q_*+BV?*=<^MD&K# M"=Q%@5!"""&$$$)(#\5R1Q!VN.&8C?@H0[:UM)MZ\#MW[E)JH/&9-3+(] PC[OXMFRK7/KE#",8000@@AA!#2D['%$82=/"A"/@];+VW;=TH@R3AD M\MIV[)2:^C:9%5LF5SRQ3&4 W?W;G4[@UF8*PQ!"""&$$$+(?HY@H^$(OOV] M^8X@[)3!\^6#J?FRL;9%9?*\!<[?=L/Y@[C+V@U;Y./IZ^2_]T9[-?0>3N U MSRRG$T@((8000@@A/[.?(]CTP%(8000@@AA(02W3J"F+4W9G*.X\Z=MX8RUMM>3985JVND=7N'W>>0$$(( M(8000H**;AU!J';.7E8NQUTUQW$GSY.=>L-\>?[S3#56 L=-""&$$$(((<0] MW3J"8/7Z!ADP(LYQ1\^5'=9WEES\4*Q\.:=0JNI:[3QGA!!"""&$$!+4N'0$ M,=_OK6]SY9>7S'+EXX@2%A3 M*Q<\$..XX]=I_W?13/GWW8OEX^GK9'W95NGH8"DH(8000@@AA/B*6T<0<_C& M?K=6CKQLMJ,.X(&]9\B)U\V31]Y+E[B,:FGD?$!"""&$$$((\1NWCB#(*FR4 M@<^M<,P)1&GJ]2\DR(R8,BG=U&S'.2&$$$(((820D,:C([A]QTZ9'U\IY]X; M;7L6\'_#HN7S6>ME7=E6:3..@Q!"""&$$$)(X'AT! $&M$]94"QG#(FTQ0G\ M^^U1\GG8>LDMWB);FRD&0P@AA!!"""%FXI4C"."0S8HMDW_LRMLLKW^3(P.?BY>S;XOJ-N.'DL\[7U\I'TS-E\0UM;)YRW:576PW?F,7 MTW^$$$(((8008BM^.X*$$$(((8000H*3_P=V-L GRAPHIC 75 image_41.jpg begin 644 image_41.jpg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end GRAPHIC 76 image_42.jpg begin 644 image_42.jpg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image_4b.jpg begin 644 image_4b.jpg MB5!.1PT*&@H -24A$4@ )T "(" ( !R7WZI #(4E$051X7NW1 ML0T# 0S#P.R_=%+E!3VT U>9<@E/Q\=\OU[/X1FUYM&UV<22/IUQ#$))/TZ MXI@$DGX=<4P"2;^..":!I%]'')- TJ\CCDD@Z=<1QR20].N(8Q)(^G7$,0DD M_3KBF 22?AUQ3 ))OXXX)H&D7T<;['K3#Y)2/0*/;ENI $E%3D2N #0F"" end GRAPHIC 78 image_5.jpg begin 644 image_5.jpg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end GRAPHIC 79 image_7.jpg begin 644 image_7.jpg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end GRAPHIC 80 imagea.jpg begin 644 imagea.jpg MB5!.1PT*&@H -24A$4@ +D J" 8 #O7_JQ 7-21T( KLX< MZ0 1G04U! "QCPO\804 )<$A9

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imageb.jpg begin 644 imageb.jpg MB5!.1PT*&@H -24A$4@ +L K" 8 @]ODI 7-21T( KLX< MZ0 1G04U! "QCPO\804 )<$A9

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imagec.jpg begin 644 imagec.jpg MB5!.1PT*&@H -24A$4@ +D J" 8 #O7_JQ 7-21T( KLX< MZ0 1G04U! "QCPO\804 )<$A9

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ual-20221231_g1.jpg begin 644 ual-20221231_g1.jpg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end GRAPHIC 84 ual-20221231_g2.jpg begin 644 ual-20221231_g2.jpg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�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htm IDEA: XBRL DOCUMENT v3.22.4
Cover Page - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Feb. 09, 2023
Jun. 30, 2022
Document Information [Line Items]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2022    
Current Fiscal Year End Date --12-31    
Document Transition Report false    
Entity File Number 001-06033    
Entity Registrant Name United Airlines Holdings, Inc.    
Entity Address, Address Line One 233 South Wacker Drive,    
Entity Address, City or Town Chicago,    
Entity Address, State or Province IL    
Entity Address, Postal Zip Code 60606    
City Area Code (872)    
Local Phone Number 825-4000    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 36-2675207    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Entity Shell Company false    
Entity Public Float     $ 11,500.0
Entity Common Stock, Shares Outstanding   327,092,997  
Documents Incorporated by Reference Certain information required by Items 10, 11, 12 and 13 of Part III of this Form 10-K is incorporated by reference for United Airlines Holdings, Inc. from its definitive proxy statement for its 2023 Annual Meeting of Stockholders.    
Document Fiscal Period Focus FY    
Amendment Flag false    
Document Fiscal Year Focus 2022    
Entity Central Index Key 0000100517    
Common Stock      
Document Information [Line Items]      
Title of 12(b) Security Common Stock, $0.01 par value    
Trading Symbol UAL    
Security Exchange Name NASDAQ    
Preferred Stock Purchase Rights      
Document Information [Line Items]      
Title of 12(b) Security Preferred Stock Purchase Rights    
United Airlines, Inc.      
Document Information [Line Items]      
Entity File Number 001-10323    
Entity Registrant Name United Airlines, Inc.    
Entity Address, Address Line One 233 South Wacker Drive,    
Entity Address, City or Town Chicago,    
Entity Address, State or Province IL    
Entity Address, Postal Zip Code 60606    
City Area Code (872)    
Local Phone Number 825-4000    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 74-2099724    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Non-accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag false    
Entity Shell Company false    
Entity Common Stock, Shares Outstanding   1,000  
Entity Central Index Key 0000319687    

XML 86 R2.htm IDEA: XBRL DOCUMENT v3.22.4
Audit Information
 12 Months Ended
Dec. 31, 2022
Audit Information [Abstract]  
Auditor Name Ernst & Young LLP
Auditor Location Chicago, Illinois
Auditor Firm ID 42
XML 87 R3.htm IDEA: XBRL DOCUMENT v3.22.4
Statements of Consolidated Operations (UAH) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Operating revenue:      
Total operating revenue $ 44,955 $ 24,634 $ 15,355
Operating expense:      
Aircraft fuel 13,113 5,755 3,153
Salaries and related costs 11,466 9,566 9,522
Landing fees and other rent 2,576 2,416 2,127
Depreciation and amortization 2,456 2,485 2,488
Regional capacity purchase 2,299 2,147 2,039
Aircraft maintenance materials and outside repairs 2,153 1,316 858
Distribution expenses 1,535 677 459
Aircraft rent 252 228 198
Special charges (credits) 140 (3,367) (2,616)
Other operating expenses 6,628 4,433 3,486
Total operating expense 42,618 25,656 21,714
Operating income (loss) 2,337 (1,022) (6,359)
Nonoperating income (expense):      
Interest expense (1,778) (1,657) (1,063)
Interest income 298 36 50
Interest capitalized 105 80 71
Unrealized gains (losses) on investments, net 20 (34) (194)
Miscellaneous, net 8 40 (1,327)
Total nonoperating expense, net (1,347) (1,535) (2,463)
Income (loss) before income taxes 990 (2,557) (8,822)
Income tax expense (benefit) 253 (593) (1,753)
Net income (loss) $ 737 $ (1,964) $ (7,069)
Earnings (loss) per share, basic (in dollars per share) $ 2.26 $ (6.10) $ (25.30)
Earnings (loss) per share, diluted (in dollars per share) $ 2.23 $ (6.10) $ (25.30)
Passenger revenue      
Operating revenue:      
Total operating revenue $ 40,032 $ 20,197 $ 11,805
Cargo      
Operating revenue:      
Total operating revenue 2,171 2,349 1,648
Other operating revenue      
Operating revenue:      
Total operating revenue $ 2,752 $ 2,088 $ 1,902
XML 88 R4.htm IDEA: XBRL DOCUMENT v3.22.4
Statements of Consolidated Comprehensive Income (Loss) (UAH) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Statement of Comprehensive Income [Abstract]      
Net income (loss) $ 737 $ (1,964) $ (7,069)
Other comprehensive income (loss), net of tax:      
Employee benefit plans 1,145 199 (421)
Investments and other (28) (2) 0
Total other comprehensive income (loss), net of tax 1,117 197 (421)
Total comprehensive income (loss), net $ 1,854 $ (1,767) $ (7,490)
XML 89 R5.htm IDEA: XBRL DOCUMENT v3.22.4
Consolidated Balance Sheets (UAH) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Current assets:    
Cash and cash equivalents $ 7,166 $ 18,283
Short-term investments 9,248 123
Restricted cash 45 37
Receivables, less allowance for credit losses (2022—$11; 2021—$28) 1,801 1,663
Aircraft fuel, spare parts and supplies, less obsolescence allowance (2022—$610; 2021—$546) 1,109 983
Prepaid expenses and other 689 745
Total current assets 20,058 21,834
Operating property and equipment:    
Flight equipment 42,775 39,584
Other property and equipment 9,334 8,764
Purchase deposits for flight equipment 2,820 2,215
Total operating property and equipment 54,929 50,563
Less—Accumulated depreciation and amortization (20,481) (18,489)
Total operating property and equipment, net 34,448 32,074
Operating lease right-of-use assets 3,889 4,645
Other assets:    
Goodwill 4,527 4,527
Intangibles, less accumulated amortization (2022—$1,472; 2021—$1,544) 2,762 2,803
Restricted cash 210 213
Deferred income taxes 91 659
Investments in affiliates and other, less allowance for credit losses (2022—$21; 2021—$622) 1,373 1,420
Total other assets 8,963 9,622
Total assets 67,358 68,175
Current liabilities:    
Accounts payable 3,395 2,562
Accrued salaries and benefits 1,971 2,121
Advance ticket sales 7,555 6,354
Frequent flyer deferred revenue 2,693 2,239
Current maturities of long-term debt 2,911 3,002
Less: current maturities of lease obligations 23 834
Current maturities of operating leases 561 556
Current maturities of finance leases 104 76
Other 779 560
Total current liabilities 19,992 18,304
Long-term debt 28,283 30,361
Long-term obligations under operating leases 4,459 5,152
Long-term obligations under finance leases 115 219
Other liabilities and deferred credits:    
Frequent flyer deferred revenue 3,982 4,043
Pension liability 747 1,920
Postretirement benefit liability 671 1,000
Other financial liabilities 844 863
Other 1,369 1,284
Total other liabilities and deferred credits 7,613 9,110
Commitments and contingencies
Stockholders' equity:    
Preferred stock 0 0
Common stock at par, $0.01 par value; authorized 1,000,000,000 shares; outstanding 326,930,321 and 323,810,825 shares at December 31, 2022 and 2021, respectively 4 4
Additional capital invested 8,986 9,156
Stock held in treasury, at cost (3,534) (3,814)
Retained earnings 1,265 625
Accumulated other comprehensive income (loss) 175 (942)
Total stockholders' equity 6,896 5,029
Total liabilities and stockholders' equity $ 67,358 $ 68,175
XML 90 R6.htm IDEA: XBRL DOCUMENT v3.22.4
Consolidated Balance Sheets (UAH) (Parenthetical) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Receivables, allowance for doubtful accounts $ 11 $ 28
Aircraft fuel, spare parts and supplies, obsolescence allowance 610 546
Intangibles, accumulated amortization 1,472 1,544
Allowance for credit losses on notes receivable $ 21 $ 622
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common shares, authorized (in shares) 1,000,000,000 1,000,000,000
Common shares, outstanding (in shares) 326,930,321 323,810,825
United Airlines, Inc.    
Receivables, allowance for doubtful accounts $ 11 $ 28
Aircraft fuel, spare parts and supplies, obsolescence allowance 610 546
Intangibles, accumulated amortization 1,472 1,544
Allowance for credit losses on notes receivable $ 21 $ 622
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common shares, authorized (in shares) 1,000 1,000
Common shares, issued (in shares) 1,000 1,000
Common shares, outstanding (in shares) 1,000 1,000
XML 91 R7.htm IDEA: XBRL DOCUMENT v3.22.4
Statements of Consolidated Cash Flows (UAH) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Operating Activities:      
Net income (loss) $ 737 $ (1,964) $ (7,069)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities -      
Deferred income tax (benefit) 248 (583) (1,741)
Depreciation and amortization 2,456 2,485 2,488
Operating and non-operating special charges, non-cash portion 16 32 1,448
Unrealized (gains) losses on investments (20) 34 194
Amortization of debt discount and debt issuance costs 156 171 94
Other operating activities 218 222 226
Changes in operating assets and liabilities -      
(Increase) decrease in receivables (158) (448) 135
(Increase) decrease in other assets (86) (292) 484
Increase in advance ticket sales 1,200 1,521 14
Increase in frequent flyer deferred revenue 393 307 699
Increase (decrease) in accounts payable 796 985 (1,079)
Increase (decrease) in other liabilities 110 (403) (26)
Net cash provided by (used in) operating activities 6,066 2,067 (4,133)
Investing Activities:      
Capital expenditures, net of flight equipment purchase deposit returns (4,819) (2,107) (1,727)
Purchases of short-term and other investments (11,232) (68) (552)
Proceeds from sale of short-term and other investments 2,084 397 2,319
Proceeds from sale of property and equipment 207 107 6
Other, net (69) (1) 4
Net cash provided by (used in) investing activities (13,829) (1,672) 50
Financing Activities:      
Proceeds from issuance of debt, net of discounts and fees 736 11,096 15,676
Payments of long-term debt, finance leases and other financing liabilities (4,011) (5,205) (4,449)
Repurchases of common stock 0 0 (353)
Proceeds from equity issuance 0 532 2,103
Other, net (74) (27) (20)
Net cash provided by (used in) financing activities (3,349) 6,396 12,957
Net increase (decrease) in cash, cash equivalents and restricted cash (11,112) 6,791 8,874
Cash, cash equivalents and restricted cash at beginning of year 18,533 11,742 2,868
Cash, cash equivalents and restricted cash at end of year 7,421 18,533 11,742
Investing and Financing Activities Not Affecting Cash:      
Property and equipment acquired through the issuance of debt, finance leases and other 19 814 1,968
Right-of-use assets acquired through operating leases 137 771 198
Investment interests received in exchange for goods and services 103 295 0
Lease modifications and lease conversions (84) 123 527
Cash Paid (Refunded) During the Period for:      
Interest 1,573 1,424 874
Income taxes $ 8 $ 0 $ (29)
XML 92 R8.htm IDEA: XBRL DOCUMENT v3.22.4
Statements of Consolidated Stockholders' Equity (UAH) - USD ($)
$ in Millions
Total
Adoption of New Accounting Standard
 [1]
Common Stock
Additional Capital Invested
Treasury Stock
Retained Earnings
Retained Earnings
Adoption of New Accounting Standard
 [1]
Accumulated Other Comprehensive Income (Loss)
Balance (in shares) at Dec. 31, 2019     251,200,000          
Balance at Dec. 31, 2019 $ 11,531 $ (17) $ 3 $ 6,129 $ (3,599) $ 9,716 $ (17) $ (718)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net income (loss) (7,069)         (7,069)    
Other comprehensive loss (421)             (421)
Stock-settled share-based compensation 97     97        
Issuance of common stock (in shares)     64,600,000          
Issuance of common stock 2,103   $ 1 2,102        
Repurchases of common stock (in shares)     (4,400,000)          
Repurchases of common stock (342)       (342)      
Stock issued for share-based awards, net of shares withheld for tax (in shares)     400,000          
Stock issued for share-based awards, net of shares withheld for tax (19)     (59) 44 (4)    
Warrants issued 97     97        
Balance (in shares) at Dec. 31, 2020     311,800,000          
Balance at Dec. 31, 2020 5,960   $ 4 8,366 (3,897) 2,626   (1,139)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net income (loss) (1,964)         (1,964)    
Other comprehensive loss 197             197
Stock-settled share-based compensation 232     232        
Issuance of common stock (in shares)     11,000,000.0          
Issuance of common stock 532     532        
Stock issued for share-based awards, net of shares withheld for tax (in shares)     1,000,000.0          
Stock issued for share-based awards, net of shares withheld for tax (27)     (73) 83 (37)    
Warrants issued $ 99     99        
Balance (in shares) at Dec. 31, 2021 323,810,825   323,800,000          
Balance at Dec. 31, 2021 $ 5,029   $ 4 9,156 (3,814) 625   (942)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net income (loss) 737         737    
Other comprehensive loss 1,117             1,117
Stock-settled share-based compensation 86     86        
Stock issued for share-based awards, net of shares withheld for tax (in shares)     3,100,000          
Stock issued for share-based awards, net of shares withheld for tax $ (73)     (256) 280 (97)    
Balance (in shares) at Dec. 31, 2022 326,930,321   326,900,000          
Balance at Dec. 31, 2022 $ 6,896   $ 4 $ 8,986 $ (3,534) $ 1,265   $ 175
[1] Transition adjustment due to the adoption of Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses.
XML 93 R9.htm IDEA: XBRL DOCUMENT v3.22.4
Statements of Consolidated Operations (UA) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Operating revenue:      
Total operating revenue $ 44,955 $ 24,634 $ 15,355
Operating expense:      
Aircraft fuel 13,113 5,755 3,153
Salaries and related costs 11,466 9,566 9,522
Landing fees and other rent 2,576 2,416 2,127
Depreciation and amortization 2,456 2,485 2,488
Regional capacity purchase 2,299 2,147 2,039
Aircraft maintenance materials and outside repairs 2,153 1,316 858
Distribution expenses 1,535 677 459
Aircraft rent 252 228 198
Special charges (credits) 140 (3,367) (2,616)
Other operating expenses 6,628 4,433 3,486
Total operating expense 42,618 25,656 21,714
Operating income (loss) 2,337 (1,022) (6,359)
Nonoperating income (expense):      
Interest expense (1,778) (1,657) (1,063)
Interest income 298 36 50
Interest capitalized 105 80 71
Unrealized gains (losses) on investments, net 20 (34) (194)
Miscellaneous, net 8 40 (1,327)
Total nonoperating expense, net (1,347) (1,535) (2,463)
Income (loss) before income taxes 990 (2,557) (8,822)
Income tax expense (benefit) 253 (593) (1,753)
Net income (loss) $ 737 $ (1,964) $ (7,069)
Earnings (loss) per share, basic (in dollars per share) $ 2.26 $ (6.10) $ (25.30)
Earnings (loss) per share, diluted (in dollars per share) $ 2.23 $ (6.10) $ (25.30)
United Airlines, Inc.      
Operating revenue:      
Total operating revenue $ 44,955 $ 24,634 $ 15,355
Operating expense:      
Aircraft fuel 13,113 5,755 3,153
Salaries and related costs 11,466 9,566 9,522
Landing fees and other rent 2,576 2,416 2,127
Depreciation and amortization 2,456 2,485 2,488
Regional capacity purchase 2,299 2,147 2,039
Aircraft maintenance materials and outside repairs 2,153 1,316 858
Distribution expenses 1,535 677 459
Aircraft rent 252 228 198
Special charges (credits) 140 (3,367) (2,616)
Other operating expenses 6,626 4,431 3,484
Total operating expense 42,616 25,654 21,712
Operating income (loss) 2,339 (1,020) (6,357)
Nonoperating income (expense):      
Interest expense (1,778) (1,657) (1,063)
Interest income 298 36 50
Interest capitalized 105 80 71
Unrealized gains (losses) on investments, net 20 (34) (194)
Miscellaneous, net 8 40 (1,327)
Total nonoperating expense, net (1,347) (1,535) (2,463)
Income (loss) before income taxes 992 (2,555) (8,820)
Income tax expense (benefit) 253 (593) (1,753)
Net income (loss) 739 (1,962) (7,067)
Passenger revenue      
Operating revenue:      
Total operating revenue 40,032 20,197 11,805
Passenger revenue | United Airlines, Inc.      
Operating revenue:      
Total operating revenue 40,032 20,197 11,805
Cargo      
Operating revenue:      
Total operating revenue 2,171 2,349 1,648
Cargo | United Airlines, Inc.      
Operating revenue:      
Total operating revenue 2,171 2,349 1,648
Other operating revenue      
Operating revenue:      
Total operating revenue 2,752 2,088 1,902
Other operating revenue | United Airlines, Inc.      
Operating revenue:      
Total operating revenue $ 2,752 $ 2,088 $ 1,902
XML 94 R10.htm IDEA: XBRL DOCUMENT v3.22.4
Statements of Consolidated Comprehensive Income (Loss) (UA) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Net income (loss) $ 737 $ (1,964) $ (7,069)
Other comprehensive income (loss), net of tax:      
Employee benefit plans 1,145 199 (421)
Investments and other (28) (2) 0
Total other comprehensive income (loss), net of tax 1,117 197 (421)
Total comprehensive income (loss), net 1,854 (1,767) (7,490)
United Airlines, Inc.      
Net income (loss) 739 (1,962) (7,067)
Other comprehensive income (loss), net of tax:      
Employee benefit plans 1,145 199 (421)
Investments and other (28) (2) 0
Total other comprehensive income (loss), net of tax 1,117 197 (421)
Total comprehensive income (loss), net $ 1,856 $ (1,765) $ (7,488)
XML 95 R11.htm IDEA: XBRL DOCUMENT v3.22.4
Consolidated Balance Sheets (UA) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Current assets:    
Cash and cash equivalents $ 7,166 $ 18,283
Short-term investments 9,248 123
Restricted cash 45 37
Receivables, less allowance for credit losses (2022—$11; 2021—$28) 1,801 1,663
Aircraft fuel, spare parts and supplies, less obsolescence allowance (2022—$610; 2021—$546) 1,109 983
Prepaid expenses and other 689 745
Total current assets 20,058 21,834
Operating property and equipment:    
Flight equipment 42,775 39,584
Other property and equipment 9,334 8,764
Purchase deposits for flight equipment 2,820 2,215
Total operating property and equipment 54,929 50,563
Less—Accumulated depreciation and amortization (20,481) (18,489)
Total operating property and equipment, net 34,448 32,074
Operating lease right-of-use assets 3,889 4,645
Other assets:    
Goodwill 4,527 4,527
Intangibles, less accumulated amortization (2022—$1,472; 2021—$1,544) 2,762 2,803
Restricted cash 210 213
Deferred income taxes 91 659
Investments in affiliates and other, less allowance for credit losses (2022—$21; 2021—$622) 1,373 1,420
Total other assets 8,963 9,622
Total assets 67,358 68,175
Current liabilities:    
Accounts payable 3,395 2,562
Accrued salaries and benefits 1,971 2,121
Advance ticket sales 7,555 6,354
Frequent flyer deferred revenue 2,693 2,239
Current maturities of long-term debt 2,911 3,002
Less: current maturities of lease obligations 23 834
Current maturities of operating leases 561 556
Current maturities of finance leases 104 76
Other 779 560
Total current liabilities 19,992 18,304
Long-term debt 28,283 30,361
Long-term obligations under operating leases 4,459 5,152
Long-term obligations under finance leases 115 219
Other liabilities and deferred credits:    
Frequent flyer deferred revenue 3,982 4,043
Pension liability 747 1,920
Postretirement benefit liability 671 1,000
Other financial liabilities 844 863
Other 1,369 1,284
Total other liabilities and deferred credits 7,613 9,110
Commitments and contingencies
Stockholders' equity:    
Common Stock, Value, Issued 4 4
Additional capital invested 8,986 9,156
Retained earnings 1,265 625
Accumulated other comprehensive income (loss) 175 (942)
Total stockholders' equity 6,896 5,029
Total liabilities and stockholders' equity 67,358 68,175
United Airlines, Inc.    
Current assets:    
Cash and cash equivalents 7,166 18,283
Short-term investments 9,248 123
Restricted cash 45 37
Receivables, less allowance for credit losses (2022—$11; 2021—$28) 1,801 1,663
Aircraft fuel, spare parts and supplies, less obsolescence allowance (2022—$610; 2021—$546) 1,109 983
Prepaid expenses and other 689 745
Total current assets 20,058 21,834
Operating property and equipment:    
Flight equipment 42,775 39,584
Other property and equipment 9,334 8,764
Purchase deposits for flight equipment 2,820 2,215
Total operating property and equipment 54,929 50,563
Less—Accumulated depreciation and amortization (20,481) (18,489)
Total operating property and equipment, net 34,448 32,074
Operating lease right-of-use assets 3,889 4,645
Other assets:    
Goodwill 4,527 4,527
Intangibles, less accumulated amortization (2022—$1,472; 2021—$1,544) 2,762 2,803
Restricted cash 210 213
Deferred income taxes 62 631
Investments in affiliates and other, less allowance for credit losses (2022—$21; 2021—$622) 1,373 1,420
Total other assets 8,934 9,594
Total assets 67,329 68,147
Current liabilities:    
Accounts payable 3,395 2,562
Accrued salaries and benefits 1,971 2,121
Advance ticket sales 7,555 6,354
Frequent flyer deferred revenue 2,693 2,239
Current maturities of long-term debt 2,911 3,002
Less: current maturities of lease obligations 23 834
Current maturities of operating leases 561 556
Current maturities of finance leases 104 76
Other 781 563
Total current liabilities 19,994 18,307
Long-term debt 28,283 30,361
Long-term obligations under operating leases 4,459 5,152
Long-term obligations under finance leases 115 219
Other liabilities and deferred credits:    
Frequent flyer deferred revenue 3,982 4,043
Pension liability 747 1,920
Postretirement benefit liability 671 1,000
Other financial liabilities 844 863
Other 1,369 1,284
Total other liabilities and deferred credits 7,613 9,110
Commitments and contingencies
Stockholders' equity:    
Common Stock, Value, Issued 0 0
Additional capital invested 403 317
Retained earnings 3,716 2,977
Accumulated other comprehensive income (loss) 175 (942)
Payable to parent 2,571 2,646
Total stockholders' equity 6,865 4,998
Total liabilities and stockholders' equity $ 67,329 $ 68,147
XML 96 R12.htm IDEA: XBRL DOCUMENT v3.22.4
Consolidated Balance Sheets (UA) (Parenthetical) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Receivables, allowance for doubtful accounts $ 11 $ 28
Aircraft fuel, spare parts and supplies, obsolescence allowance 610 546
Intangibles, accumulated amortization 1,472 1,544
Allowance for credit losses on notes receivable $ 21 $ 622
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common shares, authorized (in shares) 1,000,000,000 1,000,000,000
Common shares, outstanding (in shares) 326,930,321 323,810,825
United Airlines, Inc.    
Receivables, allowance for doubtful accounts $ 11 $ 28
Aircraft fuel, spare parts and supplies, obsolescence allowance 610 546
Intangibles, accumulated amortization 1,472 1,544
Allowance for credit losses on notes receivable $ 21 $ 622
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common shares, authorized (in shares) 1,000 1,000
Common shares, issued (in shares) 1,000 1,000
Common shares, outstanding (in shares) 1,000 1,000
XML 97 R13.htm IDEA: XBRL DOCUMENT v3.22.4
Statements of Consolidated Cash Flows (UA) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Operating Activities:      
Net income (loss) $ 737 $ (1,964) $ (7,069)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities -      
Deferred income tax (benefit) 248 (583) (1,741)
Depreciation and amortization 2,456 2,485 2,488
Operating and non-operating special charges, non-cash portion 16 32 1,448
Unrealized (gains) losses on investments (20) 34 194
Amortization of debt discount and debt issuance costs 156 171 94
Other operating activities 218 222 226
Changes in operating assets and liabilities -      
(Increase) decrease in receivables (158) (448) 135
(Increase) decrease in other assets (86) (292) 484
Increase in advance ticket sales 1,200 1,521 14
Increase in frequent flyer deferred revenue 393 307 699
Increase (decrease) in accounts payable 796 985 (1,079)
Increase (decrease) in other liabilities 110 (403) (26)
Net cash provided by (used in) operating activities 6,066 2,067 (4,133)
Investing Activities:      
Capital expenditures, net of flight equipment purchase deposit returns (4,819) (2,107) (1,727)
Purchases of short-term and other investments (11,232) (68) (552)
Proceeds from sale of short-term and other investments 2,084 397 2,319
Proceeds from sale of property and equipment 207 107 6
Other, net (69) (1) 4
Net cash provided by (used in) investing activities (13,829) (1,672) 50
Financing Activities:      
Proceeds from issuance of debt, net of discounts and fees 736 11,096 15,676
Payments of long-term debt, finance leases and other financing liabilities (4,011) (5,205) (4,449)
Proceeds from issuance of parent company stock 0 532 2,103
Other, net (74) (27) (20)
Net cash provided by (used in) financing activities (3,349) 6,396 12,957
Net increase (decrease) in cash, cash equivalents and restricted cash (11,112) 6,791 8,874
Cash, cash equivalents and restricted cash at beginning of year 18,533 11,742 2,868
Cash, cash equivalents and restricted cash at end of year 7,421 18,533 11,742
Investing and Financing Activities Not Affecting Cash:      
Property and equipment acquired through the issuance of debt, finance leases and other 19 814 1,968
Right-of-use assets acquired through operating leases 137 771 198
Investment interests received in exchange for goods and services 103 295 0
Lease modifications and lease conversions (84) 123 527
Cash Paid (Refunded) During the Period for:      
Interest 1,573 1,424 874
Income taxes 8 0 (29)
United Airlines, Inc.      
Operating Activities:      
Net income (loss) 739 (1,962) (7,067)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities -      
Deferred income tax (benefit) 248 (583) (1,741)
Depreciation and amortization 2,456 2,485 2,488
Operating and non-operating special charges, non-cash portion 16 32 1,448
Unrealized (gains) losses on investments (20) 34 194
Amortization of debt discount and debt issuance costs 156 171 94
Other operating activities 218 222 226
Changes in operating assets and liabilities -      
(Increase) decrease in receivables (158) (448) 135
Increase in intercompany receivables (76) (28) (14)
(Increase) decrease in other assets (86) (293) 484
Increase in advance ticket sales 1,200 1,521 14
Increase in frequent flyer deferred revenue 393 307 699
Increase (decrease) in accounts payable 796 985 (1,079)
Increase (decrease) in other liabilities 110 (403) (26)
Net cash provided by (used in) operating activities 5,992 2,040 (4,145)
Investing Activities:      
Capital expenditures, net of flight equipment purchase deposit returns (4,819) (2,107) (1,727)
Purchases of short-term and other investments (11,232) (68) (552)
Proceeds from sale of short-term and other investments 2,084 397 2,319
Proceeds from sale of property and equipment 207 107 6
Other, net (69) (1) 4
Net cash provided by (used in) investing activities (13,829) (1,672) 50
Financing Activities:      
Proceeds from issuance of debt, net of discounts and fees 736 11,096 15,676
Payments of long-term debt, finance leases and other financing liabilities (4,011) (5,205) (4,449)
Proceeds from issuance of parent company stock 0 532 2,103
Dividend to UAL 0 0 (353)
Other, net 0 0 (2)
Net cash provided by (used in) financing activities (3,275) 6,423 12,975
Net increase (decrease) in cash, cash equivalents and restricted cash (11,112) 6,791 8,880
Cash, cash equivalents and restricted cash at beginning of year 18,533 11,742 2,862
Cash, cash equivalents and restricted cash at end of year 7,421 18,533 11,742
Investing and Financing Activities Not Affecting Cash:      
Property and equipment acquired through the issuance of debt, finance leases and other 19 814 1,968
Right-of-use assets acquired through operating leases 137 771 198
Investment interests received in exchange for goods and services 103 295 0
Lease modifications and lease conversions (84) 123 527
Cash Paid (Refunded) During the Period for:      
Interest 1,573 1,424 874
Income taxes $ 8 $ 0 $ (29)
XML 98 R14.htm IDEA: XBRL DOCUMENT v3.22.4
Statements of Consolidated Stockholders' Equity (UA) - USD ($)
$ in Millions
Total
United Airlines, Inc.
Adoption of New Accounting Standard
 [1]
Adoption of New Accounting Standard
United Airlines, Inc.
 [2]
Additional Capital Invested
Additional Capital Invested
United Airlines, Inc.
Retained Earnings
Retained Earnings
United Airlines, Inc.
Retained Earnings
Adoption of New Accounting Standard
 [1]
Retained Earnings
Adoption of New Accounting Standard
United Airlines, Inc.
 [2]
Accumulated Other Comprehensive Income (Loss)
Accumulated Other Comprehensive Income (Loss)
United Airlines, Inc.
(Receivable from) Payable to Related Parties, Net
United Airlines, Inc.
Balance at Dec. 31, 2019 $ 11,531 $ 11,492 $ (17) $ (17) $ 6,129 $ 0 $ 9,716 $ 12,353 $ (17) $ (17) $ (718) $ (718) $ (143)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                          
Net income (loss) (7,069) (7,067)         (7,069) (7,067)          
Other comprehensive income (loss) (421) (421)                 (421) (421)  
Dividend to UAL   (342)       (12)   (330)          
Stock-settled share-based compensation 97 97     97 97              
Impact of UAL common stock issuance 2,103 2,103     2,102               2,103
Other   83                     83
Balance at Dec. 31, 2020 5,960 5,928     8,366 85 2,626 4,939     (1,139) (1,139) 2,043
Increase (Decrease) in Stockholders' Equity [Roll Forward]                          
Net income (loss) (1,964) (1,962)         (1,964) (1,962)          
Other comprehensive income (loss) 197 197                 197 197  
Stock-settled share-based compensation 232 232     232 232              
Impact of UAL common stock issuance 532 532     532               532
Other   71                     71
Balance at Dec. 31, 2021 5,029 4,998     9,156 317 625 2,977     (942) (942) 2,646
Increase (Decrease) in Stockholders' Equity [Roll Forward]                          
Net income (loss) 737 739         737 739          
Other comprehensive income (loss) 1,117 1,117                 1,117 1,117  
Stock-settled share-based compensation 86 86     86 86              
Other   (75)                     (75)
Balance at Dec. 31, 2022 $ 6,896 $ 6,865     $ 8,986 $ 403 $ 1,265 $ 3,716     $ 175 $ 175 $ 2,571
[1] Transition adjustment due to the adoption of Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses.
[2] Transition adjustment due to the adoption of Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses.
XML 99 R15.htm IDEA: XBRL DOCUMENT v3.22.4
Overview
 12 Months Ended
Dec. 31, 2022
Unusual or Infrequent Items, or Both [Abstract]  
Overview
Overview
United Airlines Holdings, Inc. (together with its consolidated subsidiaries, "UAL" or the "Company") is a holding company and its wholly-owned subsidiary is United Airlines, Inc. (together with its consolidated subsidiaries, "United"). As UAL consolidates United for financial statement purposes, disclosures that relate to activities of United also apply to UAL, unless otherwise noted. United's operating revenues and operating expenses comprise nearly 100% of UAL's revenues and operating expenses. In addition, United comprises approximately the entire balance of UAL's assets, liabilities and operating cash flows. When appropriate, UAL and United are named specifically for their individual contractual obligations and related disclosures and any significant differences between the operations and results of UAL and United are separately disclosed and explained. We sometimes use the words "we," "our," "us," and the "Company" in this report for disclosures that relate to all of UAL and United.
XML 100 R16.htm IDEA: XBRL DOCUMENT v3.22.4
Significant Accounting Policies
 12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
SIGNIFICANT ACCOUNTING POLICIES SIGNIFICANT ACCOUNTING POLICIES
(a)Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates.
(b)Revenue Recognition—Passenger revenue is recognized when transportation is provided and Cargo revenue is recognized when shipments arrive at their destination. Other operating revenue is recognized as the related performance obligations are satisfied.
Passenger tickets and related ancillary services sold by the Company for flights are purchased primarily via credit card transactions, with payments collected by the Company in advance of the performance of related services. The Company initially records ticket sales in its Advance ticket sales liability, deferring revenue recognition until the travel occurs. For travel that has more than one flight segment, the Company deems each segment as a separate performance obligation and recognizes revenue for each segment as travel occurs. Tickets sold by other airlines where the Company provides the transportation are recognized as passenger revenue at the estimated value to be billed to the other airline when travel is provided. Differences between amounts billed and the actual amounts may be rejected and rebilled or written off if the amount recorded was different from the original estimate. When necessary, the Company records a reserve against its billings and payables with other airlines based on historical experience.
The Company sells certain tickets with connecting flights with one or more segments operated by its other airline partners. For segments operated by its other airline partners, the Company has determined that it is acting as an agent on behalf of the other airlines as they are responsible for their portion of the contract (i.e. transportation of the passenger). The Company, as the agent, recognizes revenue within Other operating revenue at the time of the travel for the net amount representing commission to be retained by the Company for any segments flown by other airlines.
Refundable tickets expire after one year from the date of issuance. Non-refundable tickets generally expire on the date of the intended travel, unless the date is extended by notification from the customer on or before the intended travel date.
United initially capitalizes the costs of selling airline travel tickets and then recognizes those costs as Distribution expense at the time of travel. Passenger ticket costs include credit card fees, travel agency and other commissions paid, as well as global distribution systems booking fees.
Advance Ticket Sales. Advance ticket sales represent the Company's liability to provide air transportation in the future. All tickets sold at any given point in time have travel dates through the next 12 months. The Company defers amounts related to future travel in its Advance ticket sales liability account. The Company's Advance ticket sales liability also includes credits issued to customers for future flights ("FFCs") and electronic travel certificates ("ETCs"), primarily for ticket cancellations, which can be applied towards a purchase of a new ticket. FFCs and ETCs are valid up to one year from the date of issuance; however, all credits issued on or before December 31, 2022 have been extended to December 31, 2023.
The Company estimates the value of Advance ticket sales that will expire unused ("breakage") and recognizes revenue in proportion to the usage of the related tickets. To determine breakage, the Company uses its historical experience with expired tickets and certificates and other facts, such as recent aging trends, program changes and modifications that could affect the ultimate expiration patterns. Given the uncertainty of travel demand caused by the COVID-19 pandemic, changes in our estimates of FFCs and ETCs that may expire unused could have a material impact on revenue. Changes in estimates of breakage are recognized prospectively in proportion to the remaining usage of the related tickets.
In the years ended December 31, 2022, 2021 and 2020, the Company recognized approximately $3.3 billion, $1.8 billion and $3.0 billion, respectively, of passenger revenue for tickets that were included in Advance ticket sales at the beginning of those periods.
Revenue by Geography. The Company further disaggregates revenue by geographic regions. The Company deploys its aircraft across its route network through a single route scheduling system to maximize its value. When making resource allocation decisions, the Company's chief operating decision maker evaluates flight profitability data, which considers aircraft type and route economics. The Company's chief operating decision maker makes resource allocation decisions to maximize the Company's consolidated financial results. Operating segments are defined as components of an enterprise with separate financial information, which are evaluated regularly by the chief operating decision maker and are used in resource allocation and performance assessments. Managing the Company as one segment allows management the opportunity to maximize the value of its route network.
The Company's operating revenue by principal geographic region (as defined by the U.S. Department of Transportation) for the years ended December 31 is presented in the table below (in millions):
202220212020
Domestic (U.S. and Canada)$28,474 $16,845 $9,911 
Atlantic (including Africa, India and Middle East destinations)9,072 3,414 2,226 
Pacific2,927 1,507 1,706 
Latin America4,482 2,868 1,512 
Total$44,955 $24,634 $15,355 
The Company attributes revenue among the geographic areas based upon the origin and destination of each flight segment. The Company's operations involve an insignificant level of revenue-producing assets in geographic regions as the overwhelming majority of the Company's revenue-producing assets (primarily U.S. registered aircraft) can be deployed in any of its geographic regions.
Ancillary Fees. The Company charges fees, separately from ticket sales, for certain ancillary services that are directly related to passengers' travel, such as baggage fees, premium seat fees, inflight amenities fees, and other ticket-related fees. These ancillary fees are part of the travel performance obligation and, as such, are recognized as passenger revenue when the travel occurs. The Company recorded $3.4 billion, $2.2 billion and $1.3 billion of ancillary fees within passenger revenue in the years ended December 31, 2022, 2021 and 2020, respectively.
(c)Ticket Taxes—Certain governmental taxes are imposed on the Company's ticket sales through a fee included in ticket prices. The Company collects these fees and remits them to the appropriate government agency. These fees are recorded on a net basis and, as a result, are excluded from revenue.
(d)Frequent Flyer Accounting—United's MileagePlus loyalty program builds customer loyalty by offering awards, benefits and services to program participants. Members in this program earn miles for travel on United, United Express, Star Alliance members and certain other airlines that participate in the program. Members can also earn miles by purchasing goods and services from our network of non-airline partners. We have contracts to sell miles to these partners with the terms extending from one to seven years. These partners include domestic and international credit card issuers, retail merchants, hotels, car rental companies and our participating airline partners. Miles can be redeemed for free (other than taxes and government-imposed fees), discounted or upgraded air travel and non-travel awards.
Miles Earned in Conjunction with Travel. When frequent flyers earn miles for flights, the Company recognizes a portion of the ticket sales as revenue when the travel occurs and defers a portion of the ticket sale representing the value of the related miles as a separate performance obligation. The Company determines the estimated selling price of travel and miles as if each element is sold on a separate basis. The total consideration from each ticket sale is then allocated to each of these elements, individually, on a pro-rata basis. At the time of travel, the Company records the
portion allocated to the miles to Frequent flyer deferred revenue on the Company's consolidated balance sheet and subsequently recognizes it into revenue when miles are redeemed for air travel and non-air travel awards.
Estimated Selling Price of Miles. The Company's estimated selling price of miles is based on an equivalent ticket value, which incorporates the expected redemption of miles, as the best estimate of selling price for these miles. The equivalent ticket value is based on the prior 12 months' weighted average equivalent ticket value of similar fares as those used to settle award redemptions while taking into consideration such factors as redemption pattern, cabin class, loyalty status and geographic region. The estimated selling price of miles is adjusted by breakage that considers a number of factors, including redemption patterns of various customer groups.
Estimate of Miles Not Expected to be Redeemed ("Breakage"). The Company's breakage model is based on the assumption that the likelihood that an account will redeem its miles can be estimated based on a consideration of the account's historical behavior. The Company uses a logit regression model to estimate the probability that an account will redeem its current miles balance. The Company reviews its breakage estimates annually based upon the latest available information. The Company's estimate of the expected breakage of miles requires management judgment and current and future changes to breakage assumptions, or to program rules and program redemption opportunities, may result in material changes to the deferred revenue balance as well as recognized revenues from the program. For the portion of the outstanding miles that we estimate will not be redeemed, we recognize the associated value proportionally as the remaining miles are redeemed.
Co-Brand Agreement. United has a contract (the "Co-Brand Agreement") to sell MileagePlus miles to its co-branded credit card partner JPMorgan Chase Bank USA, N.A. ("Chase"). Chase awards miles to MileagePlus members based on their credit card activity. United identified the following significant separately identifiable performance obligations in the Co-Brand Agreement:
•MileagePlus miles awarded – United has a performance obligation to provide MileagePlus cardholders with miles to be used for air travel and non-travel award redemptions. The Company records Passenger revenue related to the travel awards when the transportation is provided and records Other revenue related to the non-travel awards when the goods or services are delivered. The Company records the cost associated with non-travel awards in Other operating revenue, as an agent.
•Marketing – United has a performance obligation to provide Chase access to United's customer list and the use of United's brand. Marketing revenue is recorded to Other operating revenue as miles are delivered to Chase.
•Advertising – United has a performance obligation to provide advertising in support of the MileagePlus card in various customer contact points such as United's website, email promotions, direct mail campaigns, airport advertising and in-flight advertising. Advertising revenue is recorded to Other operating revenue as miles are delivered to Chase.
•Other travel-related benefits – United's performance obligations are comprised of various items such as waived bag fees, seat upgrades and lounge passes. Lounge passes are recorded to Other operating revenue as customers use the lounge passes. Bag fees and seat upgrades are recorded to Passenger revenue at the time of the associated travel.
We account for all the payments received under the Co-Brand Agreement by allocating them to the separately identifiable performance obligations. The fair value of the separately identifiable performance obligations is determined using management's estimated selling price of each component. The objective of using the estimated selling price based methodology is to determine the price at which we would transact a sale if the product or service were sold on a stand-alone basis. Accordingly, we determine our best estimate of selling price by considering multiple inputs and methods including, but not limited to, discounted cash flows, brand value, volume discounts, published selling prices, number of miles awarded and number of miles redeemed. The Company estimated the selling prices and volumes over the term of the Co-Brand Agreement, at the inception of the contract, in order to determine the allocation of proceeds to each of the components to be delivered. We also evaluate volumes on an annual basis, which may result in a change in the allocation of the estimated consideration from the Co-Brand Agreement on a prospective basis.
Frequent Flyer Deferred Revenue. Miles in MileagePlus members' accounts are combined into one homogeneous pool and are thus not separately identifiable, for award redemption purposes, between miles earned in the current period and those in their beginning balance. Of the miles expected to be redeemed, the Company expects the majority of these miles to be redeemed within two years. The table below presents a roll forward of Frequent flyer deferred revenue (in millions):
Twelve Months Ended
December 31,
20222021
Total Frequent flyer deferred revenue - beginning balance$6,282 $5,975 
Total miles awarded2,558 1,545 
Travel miles redeemed(2,079)(1,171)
Non-travel miles redeemed(86)(67)
Total Frequent flyer deferred revenue - ending balance$6,675 $6,282 
In the years ended December 31, 2022, 2021 and 2020, the Company recognized, in Other operating revenue, $2.4 billion, $1.8 billion and $1.7 billion, respectively, related to the marketing, advertising, non-travel miles redeemed (net of related costs) and other travel-related benefits of the mileage revenue associated with our various partner agreements including, but not limited to, our Co-Brand Agreement. The portion related to the MileagePlus miles awarded of the total amounts received is deferred and presented in the table above as an increase to the frequent flyer liability. We determine the current portion of our frequent flyer liability based on expected redemptions in the next 12 months.
(e)Cash and Cash Equivalents and Restricted Cash—Highly liquid investments with a maturity of three months or less on their acquisition date are classified as cash and cash equivalents. Restricted cash is classified as short-term or long-term in the consolidated balance sheets based on the expected timing of return of the assets to the Company or payment to an outside party.
Restricted cash-current—The December 31, 2022 balance includes amounts to be used for the payment of fees, principal and interest on the $6.1 billion of senior secured notes and a secured term loan facility (the "MileagePlus Financing") secured by substantially all of the assets of Mileage Plus Holdings, LLC ("MPH"), a direct wholly-owned subsidiary of United.
Restricted cash-non-current—The December 31, 2022 balance primarily includes collateral associated with the MileagePlus Financing, collateral for letters of credit and collateral associated with facility leases and other insurance-related obligations.
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the statements of consolidated cash flows (in millions):
At December 31,
202220212020
Current assets:
Cash and cash equivalents$7,166 $18,283 $11,269 
Restricted cash45 37 255 
Other assets:
Restricted cash210 213 218 
Total cash, cash equivalents and restricted cash shown in the statement of consolidated cash flows$7,421 $18,533 $11,742 
(f)Investments—Debt investments are classified as available-for-sale and are stated at fair value. Realized gains and losses on sales of these investments are reflected in Miscellaneous, net in the consolidated statements of operations. Unrealized gains and losses on available-for-sale debt securities are reflected as a component of accumulated other comprehensive income (loss). Equity investments are accounted for under the equity method if we are able to exercise significant influence over an investee. Equity investments for which we do not have significant influence are recorded at fair value or at cost, if fair value is not readily determinable, with adjustments for observable changes in price or impairments (referred to as the measurement alternative). Changes in fair value are recorded in Unrealized gains (losses) on investments, net in the consolidated statements of operations. See Note 8 of this report for additional information related to investments.
(g)Securities received in connection with purchase agreements—The Company accounts for the value of securities received from vendors as deferred credits that will generally be recognized as a reduction to the cost of the asset received in future periods.
(h)Accounts Receivable—Accounts receivable primarily consist of amounts due from credit card companies, non-airline partners, and cargo customers. We provide an allowance for credit losses expected to be incurred. We base our allowance on various factors including, but not limited to, aging, payment history, write-offs, macro-economic indicators and other credit monitoring indicators. Credit loss expense and write-offs related to trade receivables were not material for the years ended December 31, 2022 and 2021.
(i)Aircraft Fuel, Spare Parts and Supplies—The Company accounts for aircraft fuel, spare parts and supplies at average cost and provides an obsolescence allowance for aircraft spare parts with an assumed residual value of 10% of original cost.
(j)Property and Equipment—The Company records additions to owned operating property and equipment at cost when acquired. Property under finance leases and the related obligation for future lease payments are recorded at an amount equal to the initial present value of those lease payments. Modifications that enhance the operating performance or extend the useful lives of airframes or engines are capitalized as property and equipment. We periodically receive credits in connection with the acquisition of aircraft and engines including those related to contractual damages related to delays in delivery. These credits are deferred until the aircraft and engines are delivered and then applied as a reduction to the cost of the related equipment.
Depreciation and amortization of owned depreciable assets is based on the straight-line method over the assets' estimated useful lives. Leasehold improvements are amortized over the remaining term of the lease, including estimated facility renewal options when renewal is reasonably certain at key airports, or the estimated useful life of the related asset, whichever is less. Properties under finance leases are amortized using the straight-line method over the life of the lease or, in the case of certain aircraft, over their estimated useful lives, whichever is shorter. Amortization of finance lease assets is included in depreciation and amortization expense. The estimated useful lives of property and equipment are as follows:
 Estimated Useful Life (in years)
Aircraft, spare engines and related rotable parts
25 to 30
Aircraft seats
10 to 15
Buildings
25 to 45
Other property and equipment
3 to 15
Computer software
5 to 15
Building improvements
1 to 40
As of December 31, 2022 and 2021, the Company had a carrying value of computer software of $471 million and $499 million, respectively. For the years ended December 31, 2022, 2021 and 2020, the Company's amortization expense related to computer software was $166 million, $182 million and $172 million, respectively. Aircraft, spare engines and related rotable parts were assumed to have residual values of approximately 10% of original cost, and other categories of property and equipment were assumed to have no residual value.
(k)Long-Lived Asset Impairments—The Company evaluates the carrying value of long-lived assets subject to amortization whenever events or changes in circumstances indicate that an impairment may exist. For purposes of this testing, the Company has generally identified the aircraft fleet type as the lowest level of identifiable cash flows for its mainline fleet and the contract level for its regional fleet under capacity purchase agreements ("CPAs"). An impairment charge is recognized when the asset's carrying value exceeds its net undiscounted future cash flows. The amount of the charge is the difference between the asset's carrying value and fair market value.
The Company recorded impairment charges related to certain of its aircraft, related engines and spare parts of $97 million and $94 million for the years ended December 31, 2021 and 2020, respectively. See Note 13 of this report for additional information related to impairments.
(l)Intangibles—The Company has finite-lived and indefinite-lived intangible assets, including goodwill. Finite-lived intangible assets are amortized over their estimated useful lives. Goodwill and indefinite-lived intangible assets are not amortized but are reviewed for impairment on an annual basis as of October 1, or more frequently if events or circumstances indicate that the asset may be impaired.
We value goodwill and indefinite-lived intangible assets primarily using market and income approach valuation techniques. These measurements include the following key assumptions: (1) forecasted revenues, expenses and cash flows, (2) terminal period revenue growth and cash flows, (3) an estimated weighted average cost of capital, (4)
assumed discount rates depending on the asset and (5) a tax rate. These assumptions are consistent with those that hypothetical market participants would use. Because we are required to make estimates and assumptions when evaluating goodwill and indefinite-lived intangible assets for impairment, actual transaction amounts may differ materially from these estimates.
In 2022, the Company evaluated its intangible assets for possible impairments. For the Company's China route authority, the Company performed a quantitative assessment which involved determining the fair value of the asset and comparing that amount to the asset's carrying value. For all other intangible assets, the Company performed a qualitative assessment of whether it was more likely than not that an impairment had occurred. To determine fair value, the Company used discounted cash flow methods appropriate for each asset. Key inputs into the models included forecasted capacity, revenues, fuel costs, other operating costs and an overall discount rate. The assumptions used for future projections include that demand will continue to recover. These assumptions are inherently uncertain as they relate to future events and circumstances. See Note 13 of this report for additional information related to impairments.    
The following table presents information about the Company's goodwill and other intangible assets at December 31 (in millions):
20222021
Gross 
Carrying
Amount		Accumulated
Amortization		Gross 
Carrying
Amount		Accumulated
Amortization
Goodwill$4,527 $4,527 
Indefinite-lived intangible assets
Route authorities$1,020 $1,020 
Airport slots574 574 
Tradenames and logos593 593 
Alliances404 404 
Total$2,591 $2,591 
Finite-lived intangible assets
Frequent flyer database$1,177 $1,040 $1,177 $1,008 
Hubs145 124 145 118 
Contracts7 7 120 120 
Other314 301 314 298 
Total$1,643 $1,472 $1,756 $1,544 
Amortization expense in 2022, 2021 and 2020 was $41 million, $49 million and $55 million, respectively. Projected amortization expense in 2023, 2024, 2025, 2026 and 2027 is $37 million, $32 million, $28 million, $18 million and $11 million, respectively.
(m)Labor Costs—The Company records expenses associated with new or amendable labor agreements when the amounts are probable and estimable. These could include costs associated with retro-active lump sum cash payments made in conjunction with the ratification of labor agreements. To the extent these upfront costs are in lieu of future pay increases, they would be capitalized and amortized over the term of the labor agreements. If not, these amounts would be expensed.
(n)Share-Based Compensation—The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. The resulting cost is recognized over the period during which an employee is required to provide service in exchange for the award, usually the vesting period. Obligations for cash-settled restricted stock units ("RSUs") are remeasured at fair value throughout the requisite service period at the close of the reporting period based upon UAL's stock price. In addition to the service requirement, certain RSUs have performance metrics that must be achieved prior to vesting. These awards are accrued based on the expected level of achievement at each reporting period. An adjustment is recorded each reporting period to adjust compensation expense based on the then current level of expected performance achievement for the performance-based awards. See Note 4 of this report for additional information on UAL's share-based compensation plans.
(o)Maintenance and Repairs—The cost of maintenance and repairs, including the cost of minor replacements, is charged to expense as incurred, except for costs incurred under our power-by-the-hour ("PBTH") engine maintenance agreements. PBTH contracts transfer certain risk to third-party service providers and fix the amount we pay per flight hour or per cycle to the service provider in exchange for maintenance and repairs under a predefined maintenance program. Under PBTH agreements, the Company recognizes expense at a level rate per engine hour, unless the level of service effort and the related payments during the period are substantially consistent, in which case the Company recognizes expense based on the amounts paid.
(p)Advertising—Advertising costs, which are included in Other operating expenses, are expensed as incurred. Advertising expenses were $165 million, $99 million and $87 million for the years ended December 31, 2022, 2021 and 2020, respectively.
(q)Third-Party Business—The Company has third-party business activity that includes ground handling, maintenance services, flight academy and frequent flyer award non-travel redemptions. Third-party business revenue is recorded in Other operating revenue. Expenses associated with these third-party business activities are recorded in Other operating expenses, except for non-travel mileage redemption. Non-travel mileage redemption expenses are recorded to Other operating revenue.
(r)Uncertain Income Tax Positions—The Company has recorded reserves for income taxes and associated interest that may become payable in future years. Although management believes that its positions taken on income tax matters are reasonable, the Company nevertheless established tax and interest reserves in recognition that various taxing authorities may challenge certain of the positions taken by the Company, potentially resulting in additional liabilities for taxes and interest. The Company's uncertain tax position reserves are reviewed periodically and are adjusted as events occur that affect its estimates, such as the availability of new information, the lapsing of applicable statutes of limitation, the conclusion of tax audits, the measurement of additional estimated liability, the identification of new tax matters, the release of administrative tax guidance affecting its estimates of tax liabilities, or the rendering of relevant court decisions. The Company records penalties and interest relating to uncertain tax positions as part of income tax expense in its consolidated statements of operations. See Note 6 of this report for additional information on UAL's uncertain tax positions.
XML 101 R17.htm IDEA: XBRL DOCUMENT v3.22.4
Common Stockholders' Equity and Preferred Securities
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
COMMON STOCKHOLDERS' EQUITY AND PREFERRED SECURITIES COMMON STOCKHOLDERS' EQUITY AND PREFERRED SECURITIES
The Company issued warrants to the U.S. Treasury Department ("Treasury") pursuant to the payroll support program ("PSP"), including extensions, and the loan program established under the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"). See Note 9 of this report for additional information about the unsecured promissory notes issued by the Company to Treasury under the PSP and related extensions. As of December 31, 2022, the Company had the following warrants outstanding:
Warrant DescriptionNumber of Shares of UAL Common Stock (in millions)Exercise PriceExpiration Dates
PSP1 Warrants4.8$31.50 4/20/2025—9/30/2025
CARES Act Warrants1.731.50 9/28/2025
PSP2 Warrants2.043.26 1/15/2026—4/29/2026
PSP3 Warrants1.553.92 4/29/2026—6/10/2026
Total10.0 
As of December 31, 2022, approximately 4.6 million shares of UAL's common stock were reserved for future issuance related to the issuance of equity-based awards under the Company's incentive compensation plans.
As of December 31, 2022, UAL had two shares of junior preferred stock (par value $0.01 per share) outstanding. In addition, UAL is authorized to issue 250 million shares of preferred stock (without par value) under UAL's amended and restated certificate of incorporation.
On March 3, 2021, the Company entered into an equity distribution agreement (the "Distribution Agreement") with several financial institutions (collectively, the "Managers"), relating to the issuance and sale from time to time by UAL (the "2021 ATM Offering"), through the Managers, of up to 37 million shares of UAL common stock (the "2021 ATM Shares"). Sales of the 2021 ATM Shares under the Distribution Agreement may be made in any transactions that are deemed to be "at the market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended. Under the terms of the Distribution Agreement, UAL may also sell the 2021 ATM Shares to any Manager, as principal for its own account, at a price agreed upon at the time of sale. If UAL sells the 2021 ATM Shares to a Manager as principal, UAL will enter into a separate terms agreement with such
Manager. During 2021, approximately 4 million shares were sold in the 2021 ATM Offering at an average price of $57.50 per share, with net proceeds to the Company totaling approximately $250 million. No shares were sold in 2022 under the 2021 ATM Offering.
XML 102 R18.htm IDEA: XBRL DOCUMENT v3.22.4
Earnings (Loss) Per Share
 12 Months Ended
Dec. 31, 2022
Earnings Per Share [Abstract]  
EARNINGS (LOSS) PER SHARE EARNINGS (LOSS) PER SHARE
The computations of UAL's basic and diluted earnings (loss) per share are set forth below for the years ended December 31 (in millions, except per share amounts):
202220212020
Earnings (loss) available to common stockholders$737 $(1,964)$(7,069)
Basic weighted-average shares outstanding326.4 321.9 279.4 
Dilutive effect of employee stock awards2.2 — — 
Dilutive effect of stock warrants1.5 — — 
Diluted weighted-average shares outstanding330.1 321.9 279.4 
Earnings (loss) per share, basic$2.26 $(6.10)$(25.30)
Earnings (loss) per share, diluted$2.23 $(6.10)$(25.30)
Potentially dilutive securities (a)
Stock warrants (b)3.5 0.9 — 
Employee stock awards0.7 0.7 1.0 
(a) Weighted-average potentially dilutive securities outstanding excluded from the computation of diluted earnings per share because the securities would have had an antidilutive effect.
(b) Represent warrants issued to Treasury pursuant to the payroll support program, including extensions, and the loan program established under the CARES Act. See Note 2 of this report for additional information about these warrants.
XML 103 R19.htm IDEA: XBRL DOCUMENT v3.22.4
Share-Based Compensation Plans
 12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
SHARE-BASED COMPENSATION PLANS SHARE-BASED COMPENSATION PLANS
UAL maintains share-based compensation plans for our management employees and our non-employee directors. During 2021, UAL's Board of Directors and stockholders approved the United Airlines Holdings, Inc. 2021 Incentive Compensation Plan (the "2021 Plan"). The 2021 Plan is an incentive compensation plan that allows the Company to use different forms of equity incentives to attract, retain and reward officers and employees. Under the 2021 Plan, the Company may grant: nonqualified stock options; incentive stock options (within the meaning of Section 422 of the Internal Revenue Code of 1986); stock appreciation rights ("SARs"); restricted stock; RSUs; performance units; cash incentive awards and other equity-based and equity-related awards. An award (other than an option, SAR or cash incentive award) may provide the holder with dividends or dividend equivalents. The 2021 Plan replaces the United Continental Holdings, Inc. 2017 Incentive Compensation Plan (the "2017 Plan"). Any awards granted under the 2017 Plan prior to the approval of the 2021 Plan remain in effect pursuant to their terms. The number of shares of UAL common stock that remained available for issuance under the 2017 Plan as of the effective date of the 2021 Plan are now available for issuance under the 2021 Plan.
All awards are recorded as either equity or a liability in the Company's consolidated balance sheets. The share-based compensation expense is recorded in salaries and related costs.
During 2022, UAL granted share-based compensation awards pursuant to the 2021 Plan. These share-based compensation awards included approximately 2.4 million RSUs consisting of approximately 2.0 million time-vested RSUs and approximately 0.4 million performance-based RSUs. The time-vested RSUs vest pro-rata, a majority of which vest on February 28th of each year, over a three-year period from the date of grant. The performance-based RSUs vest upon continuous employment with the Company through December 31, 2024 and the achievement of certain financial, operational and diversity goals. RSUs are generally equity awards settled in stock for domestic employees and liability awards settled in cash for international employees. The cash payments are based on the 20-day average closing price of UAL common stock immediately prior to the vesting date.
The following table provides information related to UAL's share-based compensation plan cost for the years ended December 31 (in millions):
202220212020
Compensation cost:
RSUs$87 $236 $106 
Stock options2 2 2 
Total$89 $238 $108 
The table below summarizes UAL's unearned compensation and weighted-average remaining period to recognize costs for all outstanding share-based awards that are probable of being achieved as of December 31, 2022 (in millions, except as noted):
Unearned CompensationWeighted-Average
Remaining Period
(in years)
RSUs$43 1.6
Stock options4 3.3
Total$47 
RSUs. As of December 31, 2022, UAL had recorded a liability of approximately $3 million related to its cash-settled RSUs. UAL paid approximately $7 million, $29 million and $26 million related to its cash-settled RSUs during 2022, 2021 and 2020, respectively.
The table below summarizes UAL's RSU activity for the years ended December 31 (shares in millions):
Liability AwardsEquity Awards
RSUs
RSUs		Weighted-
Average
Grant Price
Outstanding at December 31, 20190.6 2.0 $78.03 
Granted0.1 2.4 40.80 
Vested(0.3)(0.8)74.54 
Forfeited— (0.4)54.21 
Outstanding at December 31, 20200.4 3.2 53.41 
Granted0.4 2.9 52.18 
Vested(0.6)(1.5)51.35 
Forfeited— (0.2)46.77 
Outstanding at December 31, 20210.2 4.4 53.63 
Granted 0.1 2.3 31.96 
Additional issuance due to achievement of performance metrics— 1.6 58.17 
Vested (0.2)(4.8)56.00 
Forfeited— (0.2)53.03 
Outstanding at December 31, 20220.1 3.3 37.88 
The fair value of RSUs that vested in 2022, 2021 and 2020 was approximately $274 million, $104 million and $87 million, respectively.
Stock Options. UAL did not grant any stock option awards during 2022, 2021 or 2020. As of December 31, 2022, there were approximately 0.7 million outstanding stock option awards, 0.4 million of which were exercisable, with weighted-average exercise prices of $82.12 and $59.58, respectively, weighted-average remaining contractual lives of 4.3 years and 2.3 years, respectively, and intrinsic values of zero as all of the strike prices exceeded the closing stock price on that date.
XML 104 R20.htm IDEA: XBRL DOCUMENT v3.22.4
Accumulated Other Comprehensive Income (Loss)
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) ("AOCI") ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) ("AOCI")
The tables below present the components of the Company's AOCI, net of tax (in millions):
Pension and
Other
Postretirement
Liabilities		Investments and OtherDeferred Taxes (a)
 
 
Total
Balance at December 31, 2019$(560)$2 $(160)$(718)
Change in value(993)— 221 (772)
Amounts reclassified to earnings451 (b)— (100)351 
Balance at December 31, 2020(1,102)2 (39)(1,139)
Change in value239 (2)(53)184 
Amounts reclassified to earnings16 (b)— (3)13 
Balance at December 31, 2021(847)— (95)(942)
Change in value1,474 (35)(321)1,118 
Amounts reclassified to earnings(1)(b)— — (1)
Balance at December 31, 2022$626 $(35)$(416)$175 
(a)Includes approximately $285 million of deferred income tax expense that will not be recognized in net income until the related pension and postretirement benefit obligations are fully extinguished. We consider all income sources, including other comprehensive income, in determining the amount of tax benefit allocated to results from operations.
(b)This AOCI component is included in the computation of net periodic pension and other postretirement costs. See Note 7 of this report for additional information on pensions and other postretirement liabilities.
XML 105 R21.htm IDEA: XBRL DOCUMENT v3.22.4
Income Taxes
 12 Months Ended
Dec. 31, 2022
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
The income tax provision (benefit) differed from amounts computed at the statutory federal income tax rate and consisted of the following significant components (in millions):
202220212020
Income tax provision (benefit) at statutory rate$208 $(537)$(1,852)
State income tax provision (benefit), net of federal income tax benefit13 (34)(110)
Nondeductible employee meals12 7 5 
Nondeductible transportation fringe benefit10 8 7 
Valuation allowance(10)(38)197 
Other, net20 1 — 
Income tax expense (benefit)$253 $(593)$(1,753)
Current$5 $(10)$(12)
Deferred248 (583)(1,741)
Income tax expense (benefit)$253 $(593)$(1,753)
Temporary differences and carryforwards that give rise to deferred tax assets and liabilities at December 31, 2022 and 2021 were as follows (in millions):
 UALUnited
2022202120222021
Deferred income tax asset (liability):
Federal and state net operating loss ("NOL") carryforwards$2,932 $2,229 $2,903 $2,201 
Deferred revenue1,783 2,349 1,783 2,349 
Employee benefits, including pension, postretirement and medical 606 986 606 986 
Operating lease liabilities1,118 1,272 1,118 1,272 
Other financing liabilities141 327 141 327 
Interest expense carryforward510 — 510 — 
Other576 535 576 535 
Less: Valuation allowance(199)(210)(199)(210)
Total deferred tax assets $7,467 $7,488 $7,438 $7,460 
Depreciation$(5,844)$(5,122)$(5,844)$(5,122)
Operating lease right-of-use asset(881)(1,051)(881)(1,051)
Intangibles(651)(656)(651)(656)
Total deferred tax liabilities$(7,376)$(6,829)$(7,376)$(6,829)
Net deferred tax asset$91 $659 $62 $631 
United and its domestic consolidated subsidiaries file a consolidated federal income tax return with UAL. Under an intercompany tax allocation policy, United and its subsidiaries compute, record and pay UAL for their own tax liability as if they were separate companies filing separate returns. In determining their own tax liabilities, United and each of its subsidiaries take into account all tax credits or benefits generated and utilized as separate companies and they are each compensated for the aforementioned tax benefits only if they would be able to use those benefits on a separate company basis. The Company recorded a deferred tax asset for a temporary interest expense limitation under Internal Revenue Code ("IRC") section 163(j) due to law changes resulting from the CARES Act. Interest expense disallowed under IRC section 163(j) can be carried forward indefinitely and deducted in future years.
The Company's federal and state NOL and tax credit carryforwards relate to current and prior years' NOLs and credits, which may be used to reduce tax liabilities in future years. These tax benefits are mostly attributable to federal pre-tax NOL carryforwards of $13.2 billion ($2.8 billion tax effected) for UAL. If not utilized these federal pre-tax NOLs will expire as follows (in billions): $0.1 in 2026, $0.5 in 2028, $0.4 in 2029, $0.2 in 2032 and $0.4 in 2033. The remaining $11.6 billion of NOLs has no expiration date. State pre-tax NOLs of $3.9 billion ($0.2 billion tax effected) expire over a 1 to 20-year period. Federal tax credits of $44 million will expire over a 1 to 20-year period and state tax credits of $45 million will expire over a 1 to 15-year period.
A tax valuation allowance is recognized if it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company's management assesses available positive and negative evidence regarding the Company's ability to realize its deferred tax assets and records a valuation allowance when it is more likely than not that deferred tax assets will not be realized. In order to form a conclusion, management considers positive evidence in the form of taxable income in prior carryback years, reversing temporary differences, tax planning strategies and projections of future taxable income during the periods in which those temporary differences become deductible, as well as negative evidence such as historical losses. Although the Company incurred losses in 2021 and 2020, management determined that these results were not indicative of future results due to the impact of the COVID-19 pandemic on its operations. The Company concluded that the positive evidence outweighs the negative evidence, primarily driven by approval and distribution of COVID-19 vaccines as well as increased confidence with the timing of the recovery, as evidenced in our 2022 return to profitability. One of the Company's largest deferred tax assets was its federal pre-tax NOLs which were $13.2 billion ($2.8 billion tax effected) at December 31, 2022. The majority of the NOLs do not expire and the Company expects to realize the benefits of the NOLs and other deferred tax assets through the reversal of certain existing deferred tax liabilities of $6.7 billion and the remaining $0.8 billion through projected future taxable income. Therefore, we have not recorded a valuation allowance on our deferred tax assets other than the capital loss carryforwards and certain state attributes that have short expiration periods. While the Company expects to generate sufficient future income to fully utilize its deferred tax assets (including NOLs), the Company may have to record a valuation allowance, which could be material, against deferred tax assets if negative evidence such as reduced forecasted income outweigh positive evidence. Assumptions about future taxable income are consistent with the plans and estimates used to manage our business. Management will continue to evaluate future financial performance to determine whether such
performance is both sustained and significant enough to provide sufficient evidence to support not recording valuation allowance on these NOLs. As of December 31, 2022, the Company has recorded $175 million of valuation allowance against its capital loss deferred tax assets. Capital losses have a limited carryforward period of five years, and they can be utilized only to the extent of capital gains. The Company does not anticipate generating sufficient capital gains to utilize the losses before they expire, therefore, a valuation allowance is necessary as of December 31, 2022. Additionally, the Company recorded a valuation allowance of $24 million on certain state deferred tax assets primarily due to state NOLs that have short expiration periods.
The Company's unrecognized tax benefits related to uncertain tax positions were $58 million, $55 million and $57 million at December 31, 2022, 2021 and 2020, respectively. Included in the ending balance at December 31, 2022 is $58 million that would affect the Company's effective tax rate if recognized. The changes in unrecognized tax benefits relating to settlements with taxing authorities, unrecognized tax benefits as a result of tax positions taken during a prior period and unrecognized tax benefits relating from a lapse of the statute of limitations were immaterial during 2022, 2021 and 2020. The Company does not expect significant increases or decreases in their unrecognized tax benefits within the next 12 months. There are no material amounts included in the balance at December 31, 2022 for tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.
The Company's federal income tax returns for tax years after 2002 remain subject to examination by the Internal Revenue Service (the "IRS") and state taxing jurisdictions.
XML 106 R22.htm IDEA: XBRL DOCUMENT v3.22.4
Pension and Other Postretirement Plans
 12 Months Ended
Dec. 31, 2022
Retirement Benefits [Abstract]  
PENSION AND OTHER POSTRETIREMENT PLANS PENSION AND OTHER POSTRETIREMENT PLANS
The following summarizes the significant pension and other postretirement plans of United:
Pension Plans. United maintains two primary defined benefit pension plans, one covering certain pilot employees and another covering certain U.S. non-pilot employees. Each of these plans provide benefits based on a combination of years of benefit accruals service and an employee's final average compensation. Additional benefit accruals are frozen under the plan covering certain pilot employees and for management and administrative employees covered under the non-pilot plan. Benefit accruals for certain non-pilot employees continue. United maintains additional defined benefit pension plans, which cover certain international employees.
Other Postretirement Plans. United maintains postretirement medical programs which provide medical benefits to certain retirees and eligible dependents, as well as life insurance benefits to certain retirees participating in the plan. Benefits provided are subject to applicable contributions, co-payments, deductibles and other limits as described in the specific plan documentation.
In 2021 and 2020, the Company offered several voluntary leave programs and voluntary separation programs ("Voluntary Programs") to certain eligible employees, which in some cases included a partially-paid leave of absence with active health benefits and travel privileges. Under these Voluntary Programs, employees generally separated (or will separate) from employment with certain post-employment health benefits and travel privileges. Included in the Voluntary Programs offered during the first quarter of 2021, the Company offered special separation benefits in the form of additional subsidies for retiree medical costs for certain U.S.-based front-line employees. The subsidies are in the form of a one-time contribution to a notional Retiree Health Account of $125,000 for full-time employees and $75,000 for part-time employees. As a result, the Company recorded $31 million for those additional benefits in 2021.
During 2020, the Company offered certain of its eligible front-line employees special separation benefits in the form of additional years of pension service and additional subsidies for retiree medical costs (based on employee group, age and completed years of service) as a part of the Voluntary Programs. As a result, the Company recorded, in 2020, $54 million for those additional pension benefits and $201 million for those additional retiree medical benefits. Also, the Company recognized, in 2020, $430 million in settlement losses related to the defined benefit pension plan covering certain U.S. non-pilot employees.
Actuarial assumption changes are reflected as a component of the net actuarial (gain) loss. The 2022 actuarial gains were mainly related to an increase in the discount rate applied at December 31, 2022 compared to December 31, 2021, which were partially offset by losses on pension plan assets due to asset returns being less than expected. Actuarial (gains) losses will be amortized over the average remaining service life of the covered active employees.
The following tables set forth the reconciliation of the beginning and ending balances of the benefit obligation and plan assets, the funded status and the amounts recognized in these financial statements for the defined benefit and other postretirement plans (in millions):
Pension Benefits
Year Ended December 31, 2022Year Ended December 31, 2021
Accumulated benefit obligation:$3,596 $5,496 
Change in projected benefit obligation:
Projected benefit obligation at beginning of year$6,473 $6,525 
Service cost204 239 
Interest cost188 184 
Actuarial gain(2,186)(188)
Benefits paid(464)(263)
Curtailment— (12)
Other(34)(12)
Projected benefit obligation at end of year$4,181 $6,473 
Change in plan assets:
Fair value of plan assets at beginning of year$4,626 $4,069 
Actual income (loss) on plan assets(678)437 
Employer contributions8 387 
Benefits paid(464)(263)
Other(25)(4)
Fair value of plan assets at end of year$3,467 $4,626 
Funded status—Net amount recognized$(714)$(1,847)
Pension Benefits
December 31, 2022December 31, 2021
Amounts recognized in the consolidated balance sheets consist of:
Noncurrent asset$44 $75 
Current liability(11)(2)
Noncurrent liability(747)(1,920)
Total liability$(714)$(1,847)
Amounts recognized in accumulated other comprehensive income ( loss) consist of:
Net actuarial loss$(77)$(1,406)
Prior service cost(1)(1)
Total accumulated other comprehensive loss$(78)$(1,407)
Other Postretirement Benefits
Year Ended December 31, 2022Year Ended December 31, 2021
Change in benefit obligation:
Benefit obligation at beginning of year$1,129 $1,082 
Service cost9 10 
Interest cost30 25 
Plan participants' contributions69 66 
Benefits paid(179)(199)
Actuarial (gain) loss(270)114 
Special termination benefit— 31 
Benefit obligation at end of year$788 $1,129 
Change in plan assets:
Fair value of plan assets at beginning of year$49 $51 
Actual return on plan assets1 1 
Employer contributions108 130
Plan participants' contributions69 66 
Benefits paid(179)(199)
Fair value of plan assets at end of year48 49 
Funded status—Net amount recognized$(740)$(1,080)
Other Postretirement Benefits
December 31, 2022December 31, 2021
Amounts recognized in the consolidated balance sheets consist of:
Current liability$(69)$(80)
Noncurrent liability(671)(1,000)
Total liability$(740)$(1,080)
Amounts recognized in accumulated other comprehensive income (loss) consist of:
Net actuarial gain$369 $113 
Prior service credit335 447 
Total accumulated other comprehensive income$704 $560 
The following information relates to all pension plans with an accumulated benefit obligation and a projected benefit obligation in excess of plan assets at December 31 (in millions):
20222021
Projected benefit obligation$4,045 $6,231 
Accumulated benefit obligation3,461 5,255 
Fair value of plan assets3,287 4,309 
Net periodic benefit cost (credit) for the years ended December 31 included the following components (in millions):
202220212020
Pension BenefitsOther Postretirement BenefitsPension BenefitsOther Postretirement BenefitsPension BenefitsOther Postretirement Benefits
Service cost$204 $9 $239 $10 $216 $10 
Interest cost188 30 184 25 209 28 
Expected return on plan assets(306)(1)(283)(1)(328)(1)
Amortization of unrecognized actuarial (gain) loss120 (14)170 (28)162 (40)
Amortization of prior service credits— (112)— (123)— (124)
Settlement loss - Voluntary Programs— — — — 430 — 
Special termination benefits - Voluntary Programs— — — 31 54 201 
Curtailment— — (8)— 1 — 
Other5 — 5 — 22 — 
Net periodic benefit cost (credit)$211 $(88)$307 $(86)$766 $74 
Service cost is recorded in Salaries and related costs on the statement of consolidated operations. All other components of net periodic benefit costs are recorded in Miscellaneous, net on the statement of consolidated operations.
The Company's expected Net periodic benefit cost (credit) for 2023 is as follows (in millions):
Pension BenefitsOther Postretirement Benefits
Net periodic benefit cost (credit)$97 $(105)
The assumptions used for the benefit plans were as follows: 
Pension Benefits
Assumptions used to determine benefit obligations20222021
Discount rate5.20 %2.90 %
Rate of compensation increase3.83 %3.83 %
Assumptions used to determine net expense
Discount rate2.90 %2.72 %
Expected return on plan assets7.16 %7.28 %
Rate of compensation increase3.83 %3.88 %
Other Postretirement Benefits
Assumptions used to determine benefit obligations20222021
Discount rate5.66 %2.82 %
Assumptions used to determine net expense
Discount rate2.82 %2.43 %
Expected return on plan assets3.00 %3.00 %
Health care cost trend rate assumed for next year5.60 %5.70 %
Rate to which the cost trend rate is assumed to decline (ultimate trend rate in 2033)4.50 %4.50 %
The Company used the Society of Actuaries' PRI-2012 Private Retirement Plans Mortality Tables projected generationally using the Society of Actuaries' MP-2021 projection scale.
The Company selected the 2022 discount rate for substantially all of its plans by using a hypothetical portfolio of high-quality bonds at December 31, 2022 that would provide the necessary cash flows to match projected benefit payments.
We develop our expected long-term rate of return assumption for our defined benefit plans based on historical experience and by evaluating input from the trustee managing the plans' assets. Our expected long-term rate of return on plan assets for these plans is based on a target allocation of assets, which is based on our goal of earning the highest rate of return while maintaining risk at acceptable levels. The plans strive to have assets sufficiently diversified so that adverse or unexpected results from one security class will not have an unduly detrimental impact on the entire portfolio. Plan fiduciaries regularly review our actual asset allocation and the pension plans' investments are periodically rebalanced to our targeted allocation when considered appropriate. United's plan assets are allocated within the following guidelines:
  Percent of TotalExpected Long-Term
Rate of Return
Equity securities
25-40
%9 %
Fixed-income securities
 40-55
 7  
Alternatives
15-25
 8  
The table below shows the impacts of a change in certain assumptions on the 2023 net periodic benefit cost and the benefit obligations at December 31, 2022 (in millions):
Pension BenefitsOther Postretirement Benefits
Impact on Benefit Obligation at December 31, 2022
100 basis points decrease in the weighted average discount rate
$813 $50 
Impact on 2023 Net Periodic Benefit Cost
100 basis points decrease in the weighted average discount rate (a)
$93 $1 
100 basis points decrease in the expected long-term rate of return on plan assets
33 — 
(a) In general, as discount rates increase, the impact of changes in discount rates decreases. Therefore, these sensitivities cannot be extrapolated for larger increases or decreases in the discount rate. In addition, benefit cost is affected by other factors including, but not limited to, investment performance, contributions, demographic experience and other assumption changes.
Fair Value Information. Accounting standards require us to use valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows:
Level 1Unadjusted quoted prices in active markets for assets or liabilities identical to those to be reported at fair value
Level 2Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities or market-corroborated inputs
Level 3Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants would price the assets or liabilities

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

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

(b) Income approach. Techniques to convert future amounts to a single current value based on market expectations (including present value techniques, option-pricing and excess earnings models).
The following tables present information about United's pension and other postretirement plan assets at December 31 (in millions):
20222021
Pension Plan Assets:TotalLevel 1Level 2Level 3Assets Measured at NAV(a)TotalLevel 1Level 2Level 3Assets Measured at NAV(a)
Equity securities funds$1,183 $58 $26 $114 $985 $1,754 $71 $44 $147 $1,492 
Fixed-income securities1,316 — 527 5 784 1,850 — 739 15 1,096 
Alternatives887 — — 161 726 847 — — 216 631 
Other investments81 6 16 5 54 175 108 59 8 — 
Total$3,467 $64 $569 $285 $2,549 $4,626 $179 $842 $386 $3,219 
Other Postretirement Benefit Plan Assets:
Deposit administration fund$48 $— $— $48 $— $49 $— $— $49 $— 
(a) In accordance with the relevant accounting standards, certain investments that are measured at fair value using the net asset value ("NAV") per share (or its equivalent) have not been classified in the fair value hierarchy. These investments are commingled funds that invest in equity securities and fixed-income instruments including bonds, debt securities, and other similar instruments issued by various U.S. and non-U.S. public- or private-sector entities. Redemption periods for these investments range from daily to semiannually.
Equity and Fixed-Income. Equities include investments in both developed market and emerging market equity securities. Fixed-income includes primarily U.S. and non-U.S. government fixed-income securities and non-U.S. corporate fixed-income securities, as well as securitized debt securities.
Deposit Administration Fund. This investment is a stable value investment product structured to provide investment income.
Alternatives. Alternative investments consist primarily of investments in hedge funds, real estate and private equity interests.
Other investments. Other investments consist of primarily cash equivalents, as well as insurance contracts.
The following table presents reconciliation of United's benefit plan assets measured at fair value using unobservable inputs (Level 3) for the years ended December 31, 2022 and 2021 (in millions):
20222021
Balance at beginning of year$435 $401 
Actual income (loss) on plan assets:
Sold during the year34 2 
Held at year end(39)48 
Purchases, sales, issuances and settlements (net)(97)(16)
Balance at end of year$333 $435 
Funding requirements for tax-qualified defined benefit pension plans are determined by government regulations. The Company does not expect any minimum required contributions for 2023 for its tax-qualified defined benefit pension plans. The Company expects to make approximately $113 million in contributions to its other postretirement benefit plans in 2023.
The estimated future benefit payments, net of expected participant contributions, in United's pension plans and other postretirement benefit plans for the next ten years, as of December 31, 2022, are as follows (in millions):
PensionOther Postretirement
2023$255 $120 
2024253 109 
2025282 94 
2026304 86 
2027323 78 
Years 2028 – 20321,776 293 
Defined Contribution Plans. United offers several defined contribution plans to its employees. Depending upon the employee group, employer contributions consist of matching contributions and/or non-elective employer contributions. United's employer contribution percentages to its primary 401(k) defined contribution plans vary from 1% to 16% of eligible earnings depending on the terms of each plan. United recorded expenses for its primary 401(k) defined contribution plans of $756 million, $651 million and $687 million in the years ended December 31, 2022, 2021 and 2020, respectively.
Multi-Employer Plans. United's participation in the IAM National Pension Plan ("IAM Plan") for the annual period ended December 31, 2022 is outlined in the table below. The risks of participating in these multi-employer plans are different from single-employer plans, as United may be subject to additional risks that others do not meet their obligations, which in certain circumstances could revert to United. The IAM Plan reported $507 million in employers' contributions for the year ended December 31, 2021. For 2021, the Company's contributions to the IAM Plan represented more than 5% of total contributions to the IAM Plan. The 2022 information is not available as the applicable Form 5500 is not final for the plan year.
Pension FundIAM National Pension Fund ("Fund")
EIN/ Pension Plan Number51-6031295 — 002
Pension Protection Act Zone Status (2022 and 2021)
Critical (2022 and 2021). A plan is in "critical" status if the funded percentage is less than 65 percent. On April 17, 2019, the IAM National Pension Fund Board of Trustees voluntarily elected for the Fund to be in critical status effective for the plan year beginning January 1, 2019 to strengthen the Fund's financial health. The Fund's funded percentage was 83.7% as of January 1, 2021.
FIP/RP Status Pending/Implemented
A 10-year Rehabilitation Plan effective, January 1, 2022, was adopted on April 17, 2019 that requires the Company to make an additional contribution of 2.5% of the hourly contribution rate, compounded annually for the length of the Rehabilitation Plan, effective June 1, 2019.
United's Contributions
$75 million, $58 million and $53 million in the years ended December 31, 2022, 2021 and 2020, respectively
Surcharge ImposedNo
Expiration Date of Collective Bargaining AgreementN/A
Profit Sharing. Substantially all employees participate in profit sharing based on a percentage of pre-tax earnings, excluding special charges, profit sharing expense and share-based compensation. Profit sharing percentages range from 5% to 20% depending on the work group, and in some cases profit sharing percentages vary above and below certain pre-tax margin thresholds. Eligible U.S. co-workers in each participating work group receive a profit sharing payout using a formula based on the ratio of each qualified co-worker's annual eligible earnings to the eligible earnings of all qualified co-workers in all domestic work groups. Eligible non-U.S. co-workers receive profit sharing based on the calculation under the U.S. profit sharing plan for management and administrative employees. The Company recorded profit sharing and related payroll tax expense of $133 million in 2022. As a result of the pre-tax losses in 2021 and 2020, no profit sharing was recorded. Profit sharing expense is recorded as a component of Salaries and related costs in the Company's statements of consolidated operations.
XML 107 R23.htm IDEA: XBRL DOCUMENT v3.22.4
Fair Value Measurements, Investments and Notes Receivable
 12 Months Ended
Dec. 31, 2022
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS, INVESTMENTS AND NOTES RECEIVABLE FAIR VALUE MEASUREMENTS, INVESTMENTS AND NOTES RECEIVABLEFair Value Information. Accounting standards require us to use valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are described in Note 7 of this report. The table below presents disclosures about the fair value of financial assets and liabilities measured at fair value on a recurring basis in the Company's financial statements as of December 31 (in millions):
20222021
TotalLevel 1Level 2Level 3TotalLevel 1Level 2Level 3
Cash and cash equivalents$7,166 $7,166 $— $— $18,283 $18,283 $— $— 
Restricted cash - current (Note 1)45 45 — — 37 37 — — 
Restricted cash - non-current (Note 1)210 210 — — 213 213 — — 
Short-term investments:
U.S. government and agency notes8,914 — 8,914 — 2 — 2 — 
Asset-backed securities325 — 325 — 26 — 26 — 
Corporate debt9 — 9 — 95 — 95 — 
Long-term investments:
Equity securities189 189 — — 229 229 — — 
Investments presented in the table above have the same fair value as their carrying value.
Short-term investments — The short-term investments shown in the table above are classified as available-for-sale and have remaining maturities of approximately one year or less.
Long Term Investments: Equity securities — Represents equity and equity-linked securities (such as vested warrants) in Azul Linhas Aéreas Brasileiras S.A., Clear Secure, Inc., Archer Aviation Inc. and Eve Holding, Inc.
Other fair value information - The table below presents the carrying values and estimated fair values of financial instruments not presented in the tables above as of December 31 (in millions). Carrying amounts include any related discounts, premiums and issuance costs:
20222021
Carrying AmountFair ValueCarrying AmountFair Value
TotalLevel 1Level 2Level 3TotalLevel 1Level 2Level 3
Long-term debt$31,194 $29,371 $— $23,990 $5,381 $33,363 $34,550 $— $29,088 $5,462 
Fair value of the financial instruments included in the tables above was determined as follows:
DescriptionFair Value Methodology
Cash and cash equivalents and
Restricted cash (current and non-current)		The carrying amounts of these assets approximate fair value.
Short-term and Long-term investmentsFair value is based on (a) the trading prices of the investment or similar
instruments or (b) broker quotes obtained by third-party valuation services.
Long-term debt Fair values were based on either market prices or the discounted amount of future cash flows using our current incremental rate of borrowing for similar liabilities or assets.
Investments in Regional Carriers. United holds investments in three regional carriers that fly for the Company as United Express under its CPAs. The combined carrying value of the investments was approximately $188 million as of December 31, 2022. Each investment and United's ownership stake are listed below.
•CommuteAir LLC. United owns a 40% minority ownership stake in CommuteAir LLC, which does business as CommuteAir. CommuteAir currently operates 63 regional aircraft under a CPA that has a term through 2026. We account for this investment using the equity method.
•Republic Airways Holdings Inc. ("Republic Holdings"). United holds a 19% minority interest in Republic Holdings. Republic Holdings is the parent company of Republic Airways Inc. ("Republic"). Republic currently operates 66 regional aircraft under CPAs that have terms through 2036. We account for this investment using the equity method.
•Mesa Air Group, Inc. ("Mesa Air Group"). In January 2023, United obtained a 10% minority interest in Mesa Air Group, the parent company of Mesa Airlines, Inc. ("Mesa"). Mesa currently operates 63 regional aircraft, with the opportunity to operate up to 80 regional aircraft, under a CPA that has a term through 2032.
Other Investments. United holds equity investments in a number of companies with emerging technologies and sustainable solutions. United also has equity investments in Avianca Group International Limited, a multinational airline holding company, and JetSuiteX, Inc., an independent air carrier doing business as JSX. None of these investments have readily determinable fair values. We account for these investments at cost less impairment, adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer. As of December 31, 2022, the carrying value of these investments was $434 million.
Notes Receivable. The Company has $101 million of notes receivable, net of allowance for credit losses, the majority of which is from certain of its regional carriers. The loans are recorded in Investments in affiliates and other, less allowance for credit losses on the Company's consolidated balance sheet.
XML 108 R24.htm IDEA: XBRL DOCUMENT v3.22.4
Debt
 12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
DEBT DEBT
(In millions)Maturity DatesInterest Rate(s) at December 31, 2022At December 31,
20222021
Aircraft notes (a)2024—20342.70 %—6.48 %$12,262 $13,293 
MileagePlus Senior Secured Notes
20276.50 %3,420 3,800 
MileagePlus Term Loan Facility (b)
202710.00 %2,700 3,000 
2026 and 2029 Notes2026—20294.38 %—4.63 %4,000 4,000 
2021 Term Loans (b)
20288.11 %4,913 4,963 
Unsecured
Notes2024—20254.88 %—5.00 %596 1,041 
PSP Notes (c)2030—20311.00 %3,181 3,181 
Other unsecured debt2023—20290.00 %—5.75 %508 598 
31,580 33,876 
Less: unamortized debt discount, premiums and debt issuance costs (386)(513)
Less: current portion of long-term debt(2,911)(3,002)
Long-term debt, net$28,283 $30,361 
(a)Financing includes variable rate debt based on LIBOR (or another index rate), generally subject to a floor, plus a specified margin of 0.49% to 2.25%.
(b)Financing includes variable rate debt based on LIBOR (or another index rate), subject to a floor, plus a specified margin of 3.75% to 5.25%.
(c)The PSP Notes include $1.5 billion of indebtedness evidenced by a 10-year senior unsecured promissory note with Treasury provided under the PSP of the CARES Act ("PSP1"), $0.9 billion of indebtedness evidenced by a 10-year senior unsecured promissory note issued to Treasury pursuant to Payroll Support Program Extension Agreements under the CARES Act ("PSP2") and $0.8 billion of indebtedness evidenced by a 10-year senior unsecured promissory note issued to Treasury pursuant to the Payroll Support Program established under Section 7301 of the American Rescue Plan Act of 2021 ("PSP3"). These PSP Notes have a rate of 1.00% in years 1 through 5, and a rate of the Secured Overnight Financing Rate ("SOFR") plus 2.00% in years 6 through 10.
The table below presents the Company's contractual principal payments (not including debt discount or debt issuance costs) at December 31, 2022 under then-outstanding long-term debt agreements in each of the next five calendar years (in millions):
2023$2,911 
20243,938 
20253,392 
20265,185 
20272,405 
After 202713,749 
$31,580 
During 2022, United borrowed $752 million aggregate principal amount from a financial institution to finance the purchase of aircraft. The notes evidencing these borrowings, which are secured by the related aircraft, mature in 2034 and have fixed and variable interest rates ranging from 4.0% to 5.9% at December 31, 2022.
In 2021, United entered into a new Term Loan Credit and Guaranty Agreement (the "2021 Term Loan Facility") initially providing term loans (the "2021 Term Loans") up to an aggregate amount of $5.0 billion and a new Revolving Credit and Guaranty Agreement (the "2021 Revolving Credit Facility" and, together with the 2021 Term Loan Facility, the "2021 Loan Facilities") initially providing revolving loan commitments of up to $1.75 billion. As of December 31, 2022, we had $1.75 billion undrawn and available under our revolving credit facility.
Our debt agreements contain customary terms and conditions as well as various affirmative, negative and financial covenants that, among other things, restrict the ability of the Company and its subsidiaries to incur additional indebtedness and pay dividends or repurchase stock. As of December 31, 2022, the Company was in compliance with its debt covenants. The collateral, covenants and cross default provisions of the Company's principal debt instruments that contain such provisions are summarized in the table below:
Debt InstrumentCollateral, Covenants and Cross Default Provisions
Aircraft notes and other notes payableSecured by certain aircraft, spare engines and spare parts. The indentures contain events of default that are customary for aircraft financings, including in certain cases cross default to other related aircraft.
2021 Loan Facilities
Secured on a senior basis by security interests granted by the Company to the collateral trustee for the benefit of the lenders under the 2021 Loan Facilities, among other parties, on the following: (i) all of the Company's route authorities granted by the U.S. Department of Transportation to operate scheduled service between any international airport located in the United States and any international airport located in any country other than the United States (except Cuba), (ii) the Company's rights to substantially all of its landing and take-off slots at foreign and domestic airports, including at John F. Kennedy International Airport, LaGuardia Airport and Ronald Reagan Washington National Airport (subject to certain exclusions), and (iii) the Company's rights to use or occupy space at airport terminals, each to the extent necessary at the relevant time for servicing scheduled air carrier service authorized by an applicable route authority.
The 2021 Loan Facilities contain negative covenants that, among other things, limit our ability under certain circumstances to create liens on the collateral, make certain dividends, conduct stock repurchases, make certain restricted investments and other restricted payments, and consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets. The 2021 Loan Facilities also contain financial covenants that require the Company to maintain at least $2.0 billion of unrestricted liquidity at all times, which includes unrestricted cash, short-term investments and any undrawn amounts under any revolving credit facility, and to maintain a minimum ratio of appraised value of collateral to the outstanding debt secured by such collateral (including under the 2021 Loan Facilities) of 1.6 to 1.0, tested semi-annually.
The 2021 Loan Facilities contain events of default customary for similar financings, including a cross-payment default and cross-acceleration to other material indebtedness.
2026 and 2029 Notes
The 2026 and 2029 Notes are secured on a senior basis by security interests granted by the Company to the collateral trustee for the benefit of the holders of the 2026 and 2029 Notes, among other parties, on the following: (i) all of the Company's route authorities granted by the U.S. Department of Transportation to operate scheduled service between any international airport located in the United States and any international airport located in any country other than the United States (except Cuba), (ii) the Company's rights to substantially all of its landing and take-off slots at foreign and domestic airports, including at John F. Kennedy International Airport, LaGuardia Airport and Ronald Reagan Washington National Airport (subject to certain exclusions), and (iii) the Company's rights to use or occupy space at airport terminals, each to the extent necessary at the relevant time for servicing scheduled air carrier service authorized by an applicable route authority.
The indenture for these 2026 and 2029 Notes contains covenants that, among other things, limit our ability under certain circumstances to create liens on the Collateral, make certain dividends, stock repurchases, restricted investments and other restricted payments, and consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets. The indenture also contains a financial covenant that requires UAL to pay special interest in an additional amount equal to 2.0% per year of the principal amount of the 2026 and 2029 Notes for so long as it is unable to demonstrate that it maintains a minimum ratio of appraised value of collateral to the outstanding debt secured by such collateral (including the 2026 and 2029 Notes) of 1.6 to 1.0, tested semi-annually.
The indenture contains events of default customary for similar financings, including a cross-payment default and cross-acceleration to other material indebtedness.
MileagePlus Senior Secured Notes and MileagePlus Term Loan Facility
Secured by first-priority security interests in substantially all of the assets of the Issuers, other than excluded property and subject to certain permitted liens, including security interests in specified cash accounts that include the accounts into which MileagePlus revenues are or will be paid by the Company's marketing partners and by the Company.
PSP Notes
The PSP Notes represent senior unsecured indebtedness of UAL. The PSP Notes are guaranteed by United. If any subsidiary of UAL (other than United) becomes, or is required to become, an obligor on unsecured indebtedness of UAL or any of its subsidiaries with a principal balance in excess of a specified amount, then such subsidiary shall be required to guarantee the obligations of the Company under the PSP Notes.
Pursuant to the PSP Agreements, the Company and its affiliates will be required to comply with certain provisions including, among others, audit and reporting requirements and provisions restricting the payment of certain executive compensation until April 1, 2023.
Unsecured notes
The indentures for these notes contain covenants that, among other things, restrict the ability of the Company and its restricted subsidiaries (as defined in the indentures) to incur additional indebtedness and make certain dividends, stock repurchases, restricted investments and other restricted payments.
XML 109 R25.htm IDEA: XBRL DOCUMENT v3.22.4
Leases and Capacity Purchase Agreements
 12 Months Ended
Dec. 31, 2022
Leases [Abstract]  
LEASES AND CAPACITY PURCHASE AGREEMENTS LEASES AND CAPACITY PURCHASE AGREEMENTS
United leases aircraft, airport passenger terminal space, aircraft hangars and related maintenance facilities, cargo terminals, other airport facilities, other commercial real estate, office and computer equipment and vehicles, among other items. Certain of these leases include provisions for variable lease payments which are based on several factors, including, but not limited to, relative leased square footage, available seat miles, enplaned passengers, passenger facility charges, terminal equipment usage fees, departures, and airports' annual operating budgets. Due to the variable nature of the rates, these leases are not recorded on our balance sheet as a right-of-use asset and lease liability.
For leases with terms greater than 12 months, we record the related right-of-use asset and lease liability at the present value of fixed lease payments over the lease term. To the extent a lease agreement includes an extension option that is reasonably certain to be exercised, we have recognized those amounts as part of our right-of-use assets and lease liabilities. Leases with an initial term of 12 months or less with purchase options or extension options that are not reasonably certain to be exercised are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the term of the lease. We combine lease and non-lease components, such as common area maintenance costs, in calculating the right-of-use assets and lease liabilities for all asset groups except for our CPAs, which contain embedded leases for regional aircraft. In addition to the lease component cost for regional aircraft, our CPAs also include non-lease components primarily related to the regional carriers' operating costs incurred in providing regional aircraft services. We allocate consideration for the lease components and non-lease components of each CPA based on their relative standalone values.
Lease Cost. The Company's lease cost for the years ended December 31 included the following components (in millions):
202220212020
Operating lease cost$941 $958 $933 
Variable and short-term lease cost2,603 2,291 1,968 
Amortization of finance lease assets72 89 88 
Interest on finance lease liabilities13 16 16 
Sublease income(33)(26)(23)
Total lease cost$3,596 $3,328 $2,982 
Lease terms and commitments. United's leases include aircraft leases for aircraft that are directly leased by United and aircraft that are operated by regional carriers on United's behalf under CPAs (but excluding aircraft owned by United) and non-aircraft leases. Aircraft operating leases relate to leases of 99 mainline and 318 regional aircraft while finance leases relate to leases of 26 mainline and 16 regional aircraft. United's aircraft leases have remaining lease terms of 1 month to 12 years with expiration dates ranging from 2023 through 2034. Under the terms of most aircraft leases, United has the right to purchase the aircraft at the end of the lease term, in some cases at fair market value, and in others, at a percentage of cost.
Non-aircraft leases have remaining lease terms of 1 month to 30 years, with expiration dates ranging from 2023 through 2053.
The table below summarizes the Company's scheduled future minimum lease payments under operating and finance leases, recorded on the balance sheet, as of December 31, 2022 (in millions):
Operating LeasesFinance Leases
2023$851 $114 
2024736 45 
2025616 39 
2026597 17 
2027779 10 
After 20273,190 18 
Minimum lease payments6,769 243 
Imputed interest(1,749)(24)
Present value of minimum lease payments5,020 219 
Less: current maturities of lease obligations(561)(104)
Long-term lease obligations$4,459 $115 
As of December 31, 2022, we have additional leases of approximately $3.0 billion for several regional aircraft under CPAs and airport facility leases that have not yet commenced. These leases will commence starting in 2023 through 2025 with lease terms of up to 12 years.
In 2020, United entered into agreements with third parties to finance through sale and leaseback transactions new Boeing model 787 aircraft and Boeing model 737 MAX aircraft subject to purchase agreements between United and Boeing. In connection with the delivery of each aircraft from Boeing, United assigned its right to purchase such aircraft to the buyer, and simultaneous with the buyer's purchase from Boeing, United entered into a long-term lease for such aircraft with the buyer as lessor. Upon delivery of the aircraft in these sale and leaseback transactions, the Company accounted for several of these aircraft, which have a repurchase option at a price other than fair value, as part of Flight equipment on the Company's consolidated balance sheet and the related obligation recorded in Current maturities of other financial liabilities and Other financial liabilities since they did not qualify for sale recognition (failed sale and leaseback). The remaining aircraft that qualified for sale recognition were recorded as Operating lease right-of-use assets and Current/Long-term obligations under operating leases on the Company's consolidated balance sheet after recognition of related gains on such sale. In 2022, under these sale and leaseback agreements, United exercised repurchase options for six Boeing 787 aircraft. The table below presents the Company's contractual payments at December 31, 2022 under then-outstanding failed sale and leaseback agreements in each of the next five calendar years (in millions):
Other Financial Liabilities
2023$75 
202479 
202580 
202680 
2027373 
After 2027428 
1,115 
Imputed interest(248)
Current maturities of other financial liabilities(23)
Other financial liabilities$844 
Our lease agreements do not provide a readily determinable implicit rate nor is it available to us from our lessors. Instead, we estimate United's incremental borrowing rate based on information available at lease commencement in order to discount lease payments to present value. The table below presents additional information related to our leases as of December 31:
20222021
Weighted-average remaining lease term - operating leases10 years10 years
Weighted-average remaining lease term - finance leases3 years6 years
Weighted-average remaining lease term - other financial liabilities9 years13 years
Weighted-average discount rate - operating leases5.5 %5.0 %
Weighted-average discount rate - finance leases6.4 %4.8 %
Weighted-average interest rate - other financial liabilities6.0 %6.0 %


The table below presents supplemental cash flow information related to leases during the year ended December 31 (in millions):
202220212020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases$919 $977 $788 
Operating cash flows for finance leases13 18 20 
Financing cash flows for finance leases124 216 66 
Regional CPAs. United has contractual relationships with various regional carriers to provide regional aircraft service branded as United Express. Under these CPAs, the Company pays the regional carriers contractually agreed fees (carrier costs) for operating these flights plus a variable rate adjustment based on agreed performance metrics, subject to annual adjustments. The
fees are based on specific rates multiplied by specific operating statistics (e.g., block hours, departures), as well as fixed monthly amounts. Under these CPAs, the Company is also responsible for all fuel costs incurred, as well as landing fees and other costs, which are either passed through by the regional carrier to the Company without any markup or directly incurred by the Company. In some cases, the Company owns some or all of the aircraft subject to the CPA and leases such aircraft to the regional carrier. United's CPAs are for 470 regional aircraft as of December 31, 2022, and the CPAs have terms expiring through 2036. Aircraft operated under CPAs include aircraft leased directly from the regional carriers and those owned by United and operated by the regional carriers. See Part I, Item 2. Properties, of this report for additional information.
United recorded approximately $0.9 billion, $0.6 billion and $0.6 billion in expenses related to its CPAs with its regional carriers in which United is a minority shareholder, for the years ended December 31, 2022, 2021 and 2020, respectively. United had notes receivables with carrying values of $62 million and $28 million due from these companies, as of December 31, 2022 and 2021, respectively. There were no accounts payable due to these companies as of December 31, 2022 and $102 million in accounts payable due to these companies as of December 31, 2021. The CPAs with these related parties were executed in the ordinary course of business.
In 2022, United entered into an amended CPA with Mesa to operate, starting in 2023, up to 38 CRJ-900 aircraft with a five-year term, dependent upon the number of Embraer E175 aircraft that Mesa is flying on United's behalf. Additionally in 2022, United amended a majority of its CPA agreements to increase the contractually agreed fees (carrier costs) paid to its regional carriers. The Company plans to wind down its CPA with Air Wisconsin in 2023.
Our future commitments under our CPAs are dependent on numerous variables, and are, therefore, difficult to predict. The most important of these variables is the number of scheduled block hours. Although we are not required to purchase a minimum number of block hours under certain of our CPAs, we have set forth below estimates of our future payments under the CPAs based on our assumptions. The actual amounts we pay to our regional operators under CPAs could differ materially from these estimates. United's estimates of its future payments under all of the CPAs do not include the portion of the underlying obligation for any aircraft leased to a regional carrier or deemed to be leased from other regional carriers and facility rent that are disclosed as part of operating leases above. For purposes of calculating these estimates, we have assumed (1) the number of block hours flown is based on our anticipated level of flight activity or at any contractual minimum utilization levels if applicable, whichever is higher, (2) that we will reduce the fleet as rapidly as contractually allowed under each CPA, (3) that aircraft utilization, stage length and load factors will remain constant, (4) that each carrier's operational performance will remain at recent historic levels and (5) an annual projected inflation rate. These amounts exclude variable pass-through costs such as fuel and landing fees, among others. Based on these assumptions as of December 31, 2022, our future payments through the end of the terms of our CPAs are presented in the table below (in billions):
2023$2.2 
20241.9 
20251.5 
20261.3 
20270.9 
After 20273.2 
$11.0 
LEASES AND CAPACITY PURCHASE AGREEMENTS LEASES AND CAPACITY PURCHASE AGREEMENTS
United leases aircraft, airport passenger terminal space, aircraft hangars and related maintenance facilities, cargo terminals, other airport facilities, other commercial real estate, office and computer equipment and vehicles, among other items. Certain of these leases include provisions for variable lease payments which are based on several factors, including, but not limited to, relative leased square footage, available seat miles, enplaned passengers, passenger facility charges, terminal equipment usage fees, departures, and airports' annual operating budgets. Due to the variable nature of the rates, these leases are not recorded on our balance sheet as a right-of-use asset and lease liability.
For leases with terms greater than 12 months, we record the related right-of-use asset and lease liability at the present value of fixed lease payments over the lease term. To the extent a lease agreement includes an extension option that is reasonably certain to be exercised, we have recognized those amounts as part of our right-of-use assets and lease liabilities. Leases with an initial term of 12 months or less with purchase options or extension options that are not reasonably certain to be exercised are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the term of the lease. We combine lease and non-lease components, such as common area maintenance costs, in calculating the right-of-use assets and lease liabilities for all asset groups except for our CPAs, which contain embedded leases for regional aircraft. In addition to the lease component cost for regional aircraft, our CPAs also include non-lease components primarily related to the regional carriers' operating costs incurred in providing regional aircraft services. We allocate consideration for the lease components and non-lease components of each CPA based on their relative standalone values.
Lease Cost. The Company's lease cost for the years ended December 31 included the following components (in millions):
202220212020
Operating lease cost$941 $958 $933 
Variable and short-term lease cost2,603 2,291 1,968 
Amortization of finance lease assets72 89 88 
Interest on finance lease liabilities13 16 16 
Sublease income(33)(26)(23)
Total lease cost$3,596 $3,328 $2,982 
Lease terms and commitments. United's leases include aircraft leases for aircraft that are directly leased by United and aircraft that are operated by regional carriers on United's behalf under CPAs (but excluding aircraft owned by United) and non-aircraft leases. Aircraft operating leases relate to leases of 99 mainline and 318 regional aircraft while finance leases relate to leases of 26 mainline and 16 regional aircraft. United's aircraft leases have remaining lease terms of 1 month to 12 years with expiration dates ranging from 2023 through 2034. Under the terms of most aircraft leases, United has the right to purchase the aircraft at the end of the lease term, in some cases at fair market value, and in others, at a percentage of cost.
Non-aircraft leases have remaining lease terms of 1 month to 30 years, with expiration dates ranging from 2023 through 2053.
The table below summarizes the Company's scheduled future minimum lease payments under operating and finance leases, recorded on the balance sheet, as of December 31, 2022 (in millions):
Operating LeasesFinance Leases
2023$851 $114 
2024736 45 
2025616 39 
2026597 17 
2027779 10 
After 20273,190 18 
Minimum lease payments6,769 243 
Imputed interest(1,749)(24)
Present value of minimum lease payments5,020 219 
Less: current maturities of lease obligations(561)(104)
Long-term lease obligations$4,459 $115 
As of December 31, 2022, we have additional leases of approximately $3.0 billion for several regional aircraft under CPAs and airport facility leases that have not yet commenced. These leases will commence starting in 2023 through 2025 with lease terms of up to 12 years.
In 2020, United entered into agreements with third parties to finance through sale and leaseback transactions new Boeing model 787 aircraft and Boeing model 737 MAX aircraft subject to purchase agreements between United and Boeing. In connection with the delivery of each aircraft from Boeing, United assigned its right to purchase such aircraft to the buyer, and simultaneous with the buyer's purchase from Boeing, United entered into a long-term lease for such aircraft with the buyer as lessor. Upon delivery of the aircraft in these sale and leaseback transactions, the Company accounted for several of these aircraft, which have a repurchase option at a price other than fair value, as part of Flight equipment on the Company's consolidated balance sheet and the related obligation recorded in Current maturities of other financial liabilities and Other financial liabilities since they did not qualify for sale recognition (failed sale and leaseback). The remaining aircraft that qualified for sale recognition were recorded as Operating lease right-of-use assets and Current/Long-term obligations under operating leases on the Company's consolidated balance sheet after recognition of related gains on such sale. In 2022, under these sale and leaseback agreements, United exercised repurchase options for six Boeing 787 aircraft. The table below presents the Company's contractual payments at December 31, 2022 under then-outstanding failed sale and leaseback agreements in each of the next five calendar years (in millions):
Other Financial Liabilities
2023$75 
202479 
202580 
202680 
2027373 
After 2027428 
1,115 
Imputed interest(248)
Current maturities of other financial liabilities(23)
Other financial liabilities$844 
Our lease agreements do not provide a readily determinable implicit rate nor is it available to us from our lessors. Instead, we estimate United's incremental borrowing rate based on information available at lease commencement in order to discount lease payments to present value. The table below presents additional information related to our leases as of December 31:
20222021
Weighted-average remaining lease term - operating leases10 years10 years
Weighted-average remaining lease term - finance leases3 years6 years
Weighted-average remaining lease term - other financial liabilities9 years13 years
Weighted-average discount rate - operating leases5.5 %5.0 %
Weighted-average discount rate - finance leases6.4 %4.8 %
Weighted-average interest rate - other financial liabilities6.0 %6.0 %


The table below presents supplemental cash flow information related to leases during the year ended December 31 (in millions):
202220212020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases$919 $977 $788 
Operating cash flows for finance leases13 18 20 
Financing cash flows for finance leases124 216 66 
Regional CPAs. United has contractual relationships with various regional carriers to provide regional aircraft service branded as United Express. Under these CPAs, the Company pays the regional carriers contractually agreed fees (carrier costs) for operating these flights plus a variable rate adjustment based on agreed performance metrics, subject to annual adjustments. The
fees are based on specific rates multiplied by specific operating statistics (e.g., block hours, departures), as well as fixed monthly amounts. Under these CPAs, the Company is also responsible for all fuel costs incurred, as well as landing fees and other costs, which are either passed through by the regional carrier to the Company without any markup or directly incurred by the Company. In some cases, the Company owns some or all of the aircraft subject to the CPA and leases such aircraft to the regional carrier. United's CPAs are for 470 regional aircraft as of December 31, 2022, and the CPAs have terms expiring through 2036. Aircraft operated under CPAs include aircraft leased directly from the regional carriers and those owned by United and operated by the regional carriers. See Part I, Item 2. Properties, of this report for additional information.
United recorded approximately $0.9 billion, $0.6 billion and $0.6 billion in expenses related to its CPAs with its regional carriers in which United is a minority shareholder, for the years ended December 31, 2022, 2021 and 2020, respectively. United had notes receivables with carrying values of $62 million and $28 million due from these companies, as of December 31, 2022 and 2021, respectively. There were no accounts payable due to these companies as of December 31, 2022 and $102 million in accounts payable due to these companies as of December 31, 2021. The CPAs with these related parties were executed in the ordinary course of business.
In 2022, United entered into an amended CPA with Mesa to operate, starting in 2023, up to 38 CRJ-900 aircraft with a five-year term, dependent upon the number of Embraer E175 aircraft that Mesa is flying on United's behalf. Additionally in 2022, United amended a majority of its CPA agreements to increase the contractually agreed fees (carrier costs) paid to its regional carriers. The Company plans to wind down its CPA with Air Wisconsin in 2023.
Our future commitments under our CPAs are dependent on numerous variables, and are, therefore, difficult to predict. The most important of these variables is the number of scheduled block hours. Although we are not required to purchase a minimum number of block hours under certain of our CPAs, we have set forth below estimates of our future payments under the CPAs based on our assumptions. The actual amounts we pay to our regional operators under CPAs could differ materially from these estimates. United's estimates of its future payments under all of the CPAs do not include the portion of the underlying obligation for any aircraft leased to a regional carrier or deemed to be leased from other regional carriers and facility rent that are disclosed as part of operating leases above. For purposes of calculating these estimates, we have assumed (1) the number of block hours flown is based on our anticipated level of flight activity or at any contractual minimum utilization levels if applicable, whichever is higher, (2) that we will reduce the fleet as rapidly as contractually allowed under each CPA, (3) that aircraft utilization, stage length and load factors will remain constant, (4) that each carrier's operational performance will remain at recent historic levels and (5) an annual projected inflation rate. These amounts exclude variable pass-through costs such as fuel and landing fees, among others. Based on these assumptions as of December 31, 2022, our future payments through the end of the terms of our CPAs are presented in the table below (in billions):
2023$2.2 
20241.9 
20251.5 
20261.3 
20270.9 
After 20273.2 
$11.0 
XML 110 R26.htm IDEA: XBRL DOCUMENT v3.22.4
Variable Interest Entities ("VIE")
 12 Months Ended
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
VARIABLE INTEREST ENTITIES ("VIE") VARIABLE INTEREST ENTITIES ("VIE")
Variable interests are contractual, ownership or other monetary interests in an entity that change with fluctuations in the fair value of the entity's net assets exclusive of variable interests. A VIE can arise from items such as lease agreements, loan arrangements, guarantees or service contracts. An entity is a VIE if (a) the entity lacks sufficient equity or (b) the entity's equity holders lack power or the obligation and right as equity holders to absorb the entity's expected losses or to receive its expected residual returns.
If an entity is determined to be a VIE, the entity must be consolidated by the primary beneficiary. The primary beneficiary is the holder of the variable interests that has the power to direct the activities of a VIE that (i) most significantly impact the VIE's economic performance and (ii) has the obligation to absorb losses of or the right to receive benefits from the VIE that could potentially be significant to the VIE. Therefore, the Company must identify which activities most significantly impact the VIE's economic performance and determine whether it, or another party, has the power to direct those activities.
Airport Leases. United is the lessee of real property under long-term operating leases at a number of airports where we are also the guarantor of approximately $2.0 billion of tax-exempt special facilities revenue bonds and interest thereon as of December
31, 2022. These leases are typically with municipalities or other governmental entities, which are excluded from the consolidation requirements concerning a VIE. To the extent United's leases and related guarantees are with a separate legal entity other than a governmental entity, United is not the primary beneficiary because the lease terms are consistent with market terms at the inception of the lease and the lease does not include a residual value guarantee, fixed-price purchase option, or similar feature. See Note 12 of this report for more information regarding United's guarantee of the tax-exempt special facilities revenue bonds.
EETCs. United evaluated whether the pass-through trusts formed for its EETC financings, treated as either debt or aircraft operating leases, are VIEs required to be consolidated by United under applicable accounting guidance, and determined that the pass-through trusts are VIEs. Based on United's analysis as described below, United determined that it does not have a variable interest in the pass-through trusts.
The primary risk of the pass-through trusts is credit risk (i.e. the risk that United, the issuer of the equipment notes, may be unable to make its principal and interest payments). The primary purpose of the pass-through trust structure is to enhance the credit worthiness of United's debt obligation through certain bankruptcy protection provisions, a liquidity facility (in certain of the EETC structures) and improved loan-to-value ratios for more senior debt classes. These credit enhancements lower United's total borrowing cost. Pass-through trusts are established to receive principal and interest payments on the equipment notes purchased by the pass-through trusts from United and remit these proceeds to the pass-through trusts' certificate holders.
United does not invest in or obtain a financial interest in the pass-through trusts. Rather, United has an obligation to make interest and principal payments on its equipment notes held by the pass-through trusts. United does not intend to have any voting or non-voting equity interest in the pass-through trusts or to absorb variability from the pass-through trusts. Based on this analysis, the Company determined that it is not required to consolidate the pass-through trusts.
XML 111 R27.htm IDEA: XBRL DOCUMENT v3.22.4
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES    
Commitments. As of December 31, 2022, United had firm commitments to purchase aircraft from The Boeing Company ("Boeing") and Airbus S.A.S. ("Airbus") presented in the table below:
Scheduled Aircraft Deliveries
Aircraft TypeNumber of Firm
 Commitments (a)		20232024After 2024
787102 2 8 92 
737 MAX433 135 88 210 
A321neo70 12 31 27 
A321XLR50 — — 50 
A35045 — — 45 
(a) United also has options and purchase rights for additional aircraft.

The aircraft listed in the table above are scheduled for delivery through 2033. The amount and timing of the Company's future capital commitments could change to the extent that: (i) the Company and the aircraft manufacturers, with whom the Company has existing orders for new aircraft, agree to modify the contracts governing those orders; (ii) rights are exercised pursuant to the relevant agreements to modify the timing of deliveries; or (iii) the aircraft manufacturers are unable to deliver in accordance with the terms of those orders. Airbus notified United that eight Airbus A321neo aircraft scheduled for delivery in 2023, as shown in the table above, are now expected to deliver in 2024, and Boeing notified United that 37 Boeing 737 MAX aircraft scheduled for delivery in 2023, as shown in the table above, are now expected to deliver in 2024. Also, United estimates that an additional six Boeing 737 MAX aircraft scheduled for delivery in 2023, as shown in the table above, will deliver in 2024.
In December 2022, the Company entered into a confidential settlement with Boeing with respect to compensation for aircraft manufacturer delivery delays in 2020 through 2022 related to Boeing 787 aircraft. The compensation is in the form of credit memos to be issued at future dates upon the satisfaction of certain conditions. The Company is accounting for this settlement as a reduction to the cost basis of certain existing and future firm order Boeing 787 aircraft, which is expected to reduce future depreciation expense associated with these aircraft.
The table below summarizes United's commitments as of December 31, 2022, which include aircraft and related spare engines, aircraft improvements and all non-aircraft capital commitments (in billions):
2023$10.2 
20248.0 
20257.8 
20265.9 
20275.0 
After 202716.6 
$53.5 
Legal and Environmental. The Company has certain contingencies resulting from litigation and claims incident to the ordinary course of business. As of December 31, 2022, management believes, after considering a number of factors, including (but not limited to) the information currently available, the views of legal counsel, the nature of contingencies to which the Company is subject and prior experience, that its defenses and assertions in pending legal proceedings have merit and the ultimate disposition of any pending matter will not materially affect the Company's financial position, results of operations or cash flows. The Company records liabilities for legal and environmental claims when it is probable that a loss has been incurred and the amount is reasonably estimable. These amounts are recorded based on the Company's assessments of the likelihood of their eventual disposition.
During 2022, the Company recorded charges of $94 million as a result of a number of recent decisions that appear to impact the Company's ability to successfully assert, in certain cases, that federal law preempts state and local laws that conflict with union contracts and/or federal requirements.
Guarantees and Indemnifications. In the normal course of business, the Company enters into numerous real estate leasing and aircraft financing arrangements that have various guarantees included in the contracts. These guarantees are primarily in the form of indemnities under which the Company typically indemnifies the lessors and any tax/financing parties against liabilities that arise out of or relate to the use, operation or maintenance of the leased premises or financed aircraft. Currently, the Company believes that any future payments required under these guarantees or indemnities would be immaterial, as most liabilities and related indemnities are covered by insurance (subject to deductibles). Additionally, certain real estate leases include indemnities for any environmental liability that may arise out of or relate to the use of the leased premises.
As of December 31, 2022, United is the guarantor of approximately $2.0 billion in aggregate principal amount of tax-exempt special facilities revenue bonds and interest thereon. These bonds, issued by various airport municipalities, are payable solely from rentals paid under long-term agreements with the respective governing bodies. The leasing arrangements associated with these obligations are accounted for as operating leases recognized on the Company's consolidated balance sheet with the associated expense recorded on a straight-line basis over the expected lease term. The obligations associated with these tax-exempt special facilities revenue bonds are included in our lease commitments disclosed in Note 10 of this report. All of these bonds are due between 2023 and 2041.
As of December 31, 2022, United is the guarantor of $92 million of aircraft mortgage debt issued by one of United's regional carriers. The aircraft mortgage debt is subject to similar increased cost provisions as described below for the Company's debt, and the Company would potentially be responsible for those costs under the guarantees.
As of December 31, 2022, United had $377 million of surety bonds securing various insurance related obligations with expiration dates through 2027.
Increased Cost Provisions. In United's financing transactions that include loans in which United is the borrower, United typically agrees to reimburse lenders for any reduced returns with respect to the loans due to any change in capital requirements and, in the case of loans with respect to which the interest rate is based on LIBOR or SOFR, for certain other increased costs that the lenders incur in carrying these loans as a result of any change in law, subject, in most cases, to obligations of the lenders to take certain limited steps to mitigate the requirement for, or the amount of, such increased costs. At December 31, 2022, the Company had $12.9 billion of floating rate debt with remaining terms of up to 12 years that are subject to these increased cost provisions. In several financing transactions involving loans or leases from non-U.S. entities, with remaining terms of up to 12 years and an aggregate balance of $9.8 billion, the Company bears the risk of any change in tax laws that would subject loan or lease payments thereunder to non-U.S. entities to withholding taxes, subject to customary exclusions.
Fuel Consortia. United participates in numerous fuel consortia with other air carriers at major airports to reduce the costs of fuel distribution and storage. Interline agreements govern the rights and responsibilities of the consortia members and provide for the allocation of the overall costs to operate the consortia based on usage. The consortia (and in limited cases, the participating carriers) have entered into long-term agreements to lease certain airport fuel storage and distribution facilities that
are typically financed through tax-exempt bonds, either special facilities lease revenue bonds or general airport revenue bonds, issued by various local municipalities. In general, each consortium lease agreement requires the consortium to make lease payments in amounts sufficient to pay the maturing principal and interest payments on the bonds. As of December 31, 2022, approximately $2.5 billion principal amount of such bonds was secured by significant fuel facility leases in which United participates, as to which United and each of the signatory airlines has provided indirect guarantees of the debt. As of December 31, 2022, the Company's contingent exposure was approximately $400 million principal amount of such bonds based on its recent consortia participation. The Company's contingent exposure could increase if the participation of other air carriers decreases. The guarantees will expire when the tax-exempt bonds are paid in full, which ranges from 2023 to 2056. The Company concluded it was not necessary to record a liability for these indirect guarantees.
Regional Capacity Purchase. As of December 31, 2022, United had 255 call options to purchase regional jet aircraft being operated by certain of its regional carriers with contract dates extending until 2029. These call options are exercisable upon wrongful termination or breach of contract, among other conditions.
Credit Card Processing Agreements. The Company has agreements with financial institutions that process customer credit card transactions for the sale of air travel and other services. Under certain of the Company's credit card processing agreements, the financial institutions in certain circumstances have the right to require that the Company maintain a reserve equal to a portion of advance ticket sales that has been processed by that financial institution, but for which the Company has not yet provided the air transportation. Such financial institutions may require additional cash or other collateral reserves to be established or additional withholding of payments related to receivables collected if the Company does not maintain certain minimum levels of unrestricted cash, cash equivalents and short-term investments (collectively, "Unrestricted Liquidity"). The Company's current level of Unrestricted Liquidity is substantially in excess of these minimum levels.
Labor Negotiations. As of December 31, 2022, United, including its subsidiaries, had approximately 92,800 employees. Approximately 84% of United's employees were represented by various U.S. labor organizations. In November 2022, United dispatchers represented by the Professional Airline Flight Control Association voted to ratify a two-year contract extension. Also, in January 2023, United and the International Brotherhood of Teamsters ratified an extension to its labor contract covering the Company's more than 8,000 technicians and related employees. The agreement becomes amendable in December 2024 and includes a one-year early opener that allows for bargaining on a successor agreement to begin in December 2023.
XML 112 R28.htm IDEA: XBRL DOCUMENT v3.22.4
Special Charges (Credits)
 12 Months Ended
Dec. 31, 2022
Restructuring and Related Activities [Abstract]  
SPECIAL CHARGES (CREDITS) SPECIAL CHARGES (CREDITS)
For the years ended December 31, operating and nonoperating special charges (credits) and unrealized (gains) losses on investments in the statements of consolidated operations consisted of the following (in millions):
Operating:202220212020
CARES Act grant$— $(4,021)$(3,536)
Severance and benefit costs— 438575 
Impairment of assets— 97 318 
(Gains) losses on sale of assets and other special charges140 119 27 
Total operating special charges (credits)140 (3,367)(2,616)
Nonoperating unrealized (gains) losses on investments, net(20)34 194 
Nonoperating debt extinguishment and modification fees7 50 — 
Nonoperating special termination benefits and settlement losses— 31 687 
Nonoperating credit loss on BRW Term Loan and related guarantee— — 697 
Total nonoperating special charges and unrealized (gains) losses on investments, net(13)115 1,578 
Total operating and nonoperating special charges (credits) and unrealized (gains) losses on investments, net127 (3,252)(1,038)
Income tax expense (benefit), net of valuation allowance(33)728 404 
Total operating and nonoperating special charges (credits) and unrealized (gains) losses on investments, net of income taxes$94 $(2,524)$(634)
2022
(Gains) losses on sale of assets and other special charges. During 2022, the Company recorded $140 million of net charges primarily comprised of $94 million for various legal matters and $23 million related to certain contract disputes. See Note 12 of this report for a discussion of the legal matters.
Nonoperating unrealized (gains) losses on investments, net. During 2022, the Company recorded gains of $20 million primarily for the change in the market value of its investments in equity securities.
Nonoperating debt extinguishment and modification fees. During 2022, the Company recorded $7 million of charges primarily related to the early redemption of $400 million of its outstanding principal amount of the 4.25% senior notes due 2022.
2021
CARES Act grant. During 2021, the Company received approximately $5.8 billion in funding pursuant to the Payroll Support Program agreements under the CARES Act (the "PSP2 and PSP3 Agreements"), which included approximately $1.7 billion aggregate principal amount of unsecured promissory notes. The Company recorded $4.0 billion as grant income in Special charges (credits). The Company also recorded $99 million for the PSP2 Warrants and PSP3 Warrants issued to Treasury as part of the PSP2 and PSP3 Agreements, within stockholders' equity, as an offset to the grant income.
Severance and benefit costs. During 2021, the Company recorded $438 million of charges related to pay continuation and benefits-related costs provided to employees who chose to voluntarily separate from the Company. The Company offered, based on employee group, age and completed years of service, pay continuation, health care coverage, and travel privileges. Approximately 4,500 employees elected to voluntarily separate from the Company.
Impairment of assets. During 2021, the Company recorded the following impairment charges:
•$61 million, primarily comprised of impairment charges for 13 Airbus A319 aircraft and 13 Boeing 737-700 airframes as a result of the then-current market conditions for used aircraft, along with charges for cancelled induction projects related to these aircraft.
•$36 million of impairments related to 64 Embraer EMB 145LR aircraft and related spare engines that United retired from its regional fleet. The decision to retire these aircraft was triggered by the United Next aircraft order.
(Gains) losses on sale of assets and other special charges. During 2021, the Company recorded net charges of $119 million primarily related to a one-time bonus paid to employees for their continued efforts during the COVID-19 pandemic, incentives
for its employees to receive a COVID-19 vaccination and the termination of the lease associated with three floors of its headquarters at the Willis Tower in Chicago, partially offset by gains primarily related to the sale of its former headquarters in suburban Chicago, aircraft sale-leaseback transactions and aircraft component manufacturer credits.
Nonoperating unrealized (gains) losses on investments, net. During 2021, the Company recorded losses of $34 million primarily for the change in the market value of its investments in equity securities.
Nonoperating debt extinguishment and modification fees. During 2021, the Company recorded $50 million of charges for fees and discounts related to the issuance of a new term loan and revolving credit facility and the prepayment of a CARES Act loan and a 2017 term loan and revolving credit facility.
Nonoperating special termination benefits and settlement losses. During 2021, as part of the first quarter voluntary leave programs, the Company recorded $31 million of special termination benefits in the form of additional subsidies for retiree medical costs for certain U.S.-based front-line employees. The subsidies were in the form of a one-time contribution to a notional Retiree Health Account of $125,000 for full-time employees and $75,000 for part-time employees. See Note 7 of this report for additional information.
2020
CARES Act grant. During 2020, the Company received approximately $5.1 billion in funding pursuant to the Payroll Support Program under the CARES Act, which consisted of a $3.6 billion grant and a $1.5 billion unsecured loan. The Company recorded $3.5 billion as grant income in Special charges (credits). The Company also recorded $66 million for warrants issued to Treasury, within stockholders' equity, as an offset to the grant income.
Severance and benefit costs. During 2020, the Company recorded $575 million related to its workforce reduction and voluntary plans for employee severance, pay continuance from voluntary retirements and benefits-related costs.
Impairment of assets. During 2020, the Company recorded the following impairment charges:
•$130 million for its China routes which were primarily caused by the COVID-19 pandemic, the Company's subsequent suspension of flights to China and a further delay in the expected return of full capacity to the China markets.
•$94 million related to 11 permanently-grounded Boeing 757-200 aircraft and the related engines and spare parts.
•$38 million related to the right-of-use assets associated with the embedded aircraft leases in one of the Company's CPAs. This impairment was primarily due to the impact to cash flows from the pandemic and the relatively short remaining term under the CPA.
•$56 million related to various cancelled facility, aircraft induction and information technology capital projects. The decisions driving these impairments were the result of the COVID-19 pandemic's impact on the Company's operations.
(Gains) losses on sale of assets and other special charges. During 2020, the Company recorded losses on certain asset sales and charges for legal reserves, partially offset by gains on aircraft sale-leaseback transactions.
Nonoperating unrealized gains (losses) on investments, net. During 2020, the Company recorded losses of $194 million primarily for changes in the fair value of its investments in equity securities.
Nonoperating special termination benefits and settlement losses. During 2020, the Company recorded $687 million of settlement losses related to the Company's primary defined benefit pension plan covering certain U.S. non-pilot employees, and special termination benefits offered, under voluntary leave programs. See Note 7 of this report for additional information.
Nonoperating credit loss on BRW Term Loan and related guarantee. During 2020, the Company recorded a $697 million expected credit loss allowance for the Company's Term Loan Agreement (the "BRW Term Loan"), with, among others, BRW Aviation Holding LLC and BRW Aviation LLC, and the related guarantee.
XML 113 R29.htm IDEA: XBRL DOCUMENT v3.22.4
Schedule II - Valuation and Qualifying Accounts
 12 Months Ended
Dec. 31, 2022
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]  
Schedule II - Valuation and Qualifying Accounts
Schedule II
Valuation and Qualifying Accounts
For the Years Ended December 31, 2022, 2021 and 2020 
(In millions)
 
Description
Balance at
Beginning of
Period		Additions
Charged to
Costs and
Expenses		DeductionsOtherBalance at
End of
Period
Allowance for credit losses - receivables:
2022$28 $22 $39 $— $11 
202178 3 53 — 28 
20209 70 16 15 78 
Obsolescence allowance—spare parts:
2022$546 $73 $9 $— $610 
2021478 79 11 — 546 
2020425 88 35 — 478 
Allowance for credit losses - notes receivable:
2022$622 $20 $539 $(82)$21 
2021522 1 — 99 622 
2020— 518 — 4 522 
Valuation allowance for deferred tax assets:
2022$210 $(10)$— $(1)$199 
2021247 (38)— 1 210 
202058 197 8 — 247 
XML 114 R30.htm IDEA: XBRL DOCUMENT v3.22.4
Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
Use of Estimates Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates.
Revenue Recognition Revenue Recognition—Passenger revenue is recognized when transportation is provided and Cargo revenue is recognized when shipments arrive at their destination. Other operating revenue is recognized as the related performance obligations are satisfied.
Passenger tickets and related ancillary services sold by the Company for flights are purchased primarily via credit card transactions, with payments collected by the Company in advance of the performance of related services. The Company initially records ticket sales in its Advance ticket sales liability, deferring revenue recognition until the travel occurs. For travel that has more than one flight segment, the Company deems each segment as a separate performance obligation and recognizes revenue for each segment as travel occurs. Tickets sold by other airlines where the Company provides the transportation are recognized as passenger revenue at the estimated value to be billed to the other airline when travel is provided. Differences between amounts billed and the actual amounts may be rejected and rebilled or written off if the amount recorded was different from the original estimate. When necessary, the Company records a reserve against its billings and payables with other airlines based on historical experience.
The Company sells certain tickets with connecting flights with one or more segments operated by its other airline partners. For segments operated by its other airline partners, the Company has determined that it is acting as an agent on behalf of the other airlines as they are responsible for their portion of the contract (i.e. transportation of the passenger). The Company, as the agent, recognizes revenue within Other operating revenue at the time of the travel for the net amount representing commission to be retained by the Company for any segments flown by other airlines.
Refundable tickets expire after one year from the date of issuance. Non-refundable tickets generally expire on the date of the intended travel, unless the date is extended by notification from the customer on or before the intended travel date.
United initially capitalizes the costs of selling airline travel tickets and then recognizes those costs as Distribution expense at the time of travel. Passenger ticket costs include credit card fees, travel agency and other commissions paid, as well as global distribution systems booking fees.
Advance Ticket Sales. Advance ticket sales represent the Company's liability to provide air transportation in the future. All tickets sold at any given point in time have travel dates through the next 12 months. The Company defers amounts related to future travel in its Advance ticket sales liability account. The Company's Advance ticket sales liability also includes credits issued to customers for future flights ("FFCs") and electronic travel certificates ("ETCs"), primarily for ticket cancellations, which can be applied towards a purchase of a new ticket. FFCs and ETCs are valid up to one year from the date of issuance; however, all credits issued on or before December 31, 2022 have been extended to December 31, 2023.
The Company estimates the value of Advance ticket sales that will expire unused ("breakage") and recognizes revenue in proportion to the usage of the related tickets. To determine breakage, the Company uses its historical experience with expired tickets and certificates and other facts, such as recent aging trends, program changes and modifications that could affect the ultimate expiration patterns. Given the uncertainty of travel demand caused by the COVID-19 pandemic, changes in our estimates of FFCs and ETCs that may expire unused could have a material impact on revenue. Changes in estimates of breakage are recognized prospectively in proportion to the remaining usage of the related tickets.
In the years ended December 31, 2022, 2021 and 2020, the Company recognized approximately $3.3 billion, $1.8 billion and $3.0 billion, respectively, of passenger revenue for tickets that were included in Advance ticket sales at the beginning of those periods.
Revenue by Geography. The Company further disaggregates revenue by geographic regions. The Company deploys its aircraft across its route network through a single route scheduling system to maximize its value. When making resource allocation decisions, the Company's chief operating decision maker evaluates flight profitability data, which considers aircraft type and route economics. The Company's chief operating decision maker makes resource allocation decisions to maximize the Company's consolidated financial results. Operating segments are defined as components of an enterprise with separate financial information, which are evaluated regularly by the chief operating decision maker and are used in resource allocation and performance assessments. Managing the Company as one segment allows management the opportunity to maximize the value of its route network.
The Company attributes revenue among the geographic areas based upon the origin and destination of each flight segment. The Company's operations involve an insignificant level of revenue-producing assets in geographic regions as the overwhelming majority of the Company's revenue-producing assets (primarily U.S. registered aircraft) can be deployed in any of its geographic regions.Ancillary Fees. The Company charges fees, separately from ticket sales, for certain ancillary services that are directly related to passengers' travel, such as baggage fees, premium seat fees, inflight amenities fees, and other ticket-related fees. These ancillary fees are part of the travel performance obligation and, as such, are recognized as passenger revenue when the travel occurs.
Ticket Taxes Ticket Taxes—Certain governmental taxes are imposed on the Company's ticket sales through a fee included in ticket prices. The Company collects these fees and remits them to the appropriate government agency. These fees are recorded on a net basis and, as a result, are excluded from revenue.
Frequent Flyer Accounting Frequent Flyer Accounting—United's MileagePlus loyalty program builds customer loyalty by offering awards, benefits and services to program participants. Members in this program earn miles for travel on United, United Express, Star Alliance members and certain other airlines that participate in the program. Members can also earn miles by purchasing goods and services from our network of non-airline partners. We have contracts to sell miles to these partners with the terms extending from one to seven years. These partners include domestic and international credit card issuers, retail merchants, hotels, car rental companies and our participating airline partners. Miles can be redeemed for free (other than taxes and government-imposed fees), discounted or upgraded air travel and non-travel awards.Miles Earned in Conjunction with Travel. When frequent flyers earn miles for flights, the Company recognizes a portion of the ticket sales as revenue when the travel occurs and defers a portion of the ticket sale representing the value of the related miles as a separate performance obligation. The Company determines the estimated selling price of travel and miles as if each element is sold on a separate basis. The total consideration from each ticket sale is then allocated to each of these elements, individually, on a pro-rata basis. At the time of travel, the Company records the
portion allocated to the miles to Frequent flyer deferred revenue on the Company's consolidated balance sheet and subsequently recognizes it into revenue when miles are redeemed for air travel and non-air travel awards.
Estimated Selling Price of Miles. The Company's estimated selling price of miles is based on an equivalent ticket value, which incorporates the expected redemption of miles, as the best estimate of selling price for these miles. The equivalent ticket value is based on the prior 12 months' weighted average equivalent ticket value of similar fares as those used to settle award redemptions while taking into consideration such factors as redemption pattern, cabin class, loyalty status and geographic region. The estimated selling price of miles is adjusted by breakage that considers a number of factors, including redemption patterns of various customer groups.
Estimate of Miles Not Expected to be Redeemed ("Breakage"). The Company's breakage model is based on the assumption that the likelihood that an account will redeem its miles can be estimated based on a consideration of the account's historical behavior. The Company uses a logit regression model to estimate the probability that an account will redeem its current miles balance. The Company reviews its breakage estimates annually based upon the latest available information. The Company's estimate of the expected breakage of miles requires management judgment and current and future changes to breakage assumptions, or to program rules and program redemption opportunities, may result in material changes to the deferred revenue balance as well as recognized revenues from the program. For the portion of the outstanding miles that we estimate will not be redeemed, we recognize the associated value proportionally as the remaining miles are redeemed.
Co-Brand Agreement. United has a contract (the "Co-Brand Agreement") to sell MileagePlus miles to its co-branded credit card partner JPMorgan Chase Bank USA, N.A. ("Chase"). Chase awards miles to MileagePlus members based on their credit card activity. United identified the following significant separately identifiable performance obligations in the Co-Brand Agreement:
•MileagePlus miles awarded – United has a performance obligation to provide MileagePlus cardholders with miles to be used for air travel and non-travel award redemptions. The Company records Passenger revenue related to the travel awards when the transportation is provided and records Other revenue related to the non-travel awards when the goods or services are delivered. The Company records the cost associated with non-travel awards in Other operating revenue, as an agent.
•Marketing – United has a performance obligation to provide Chase access to United's customer list and the use of United's brand. Marketing revenue is recorded to Other operating revenue as miles are delivered to Chase.
•Advertising – United has a performance obligation to provide advertising in support of the MileagePlus card in various customer contact points such as United's website, email promotions, direct mail campaigns, airport advertising and in-flight advertising. Advertising revenue is recorded to Other operating revenue as miles are delivered to Chase.
•Other travel-related benefits – United's performance obligations are comprised of various items such as waived bag fees, seat upgrades and lounge passes. Lounge passes are recorded to Other operating revenue as customers use the lounge passes. Bag fees and seat upgrades are recorded to Passenger revenue at the time of the associated travel.
We account for all the payments received under the Co-Brand Agreement by allocating them to the separately identifiable performance obligations. The fair value of the separately identifiable performance obligations is determined using management's estimated selling price of each component. The objective of using the estimated selling price based methodology is to determine the price at which we would transact a sale if the product or service were sold on a stand-alone basis. Accordingly, we determine our best estimate of selling price by considering multiple inputs and methods including, but not limited to, discounted cash flows, brand value, volume discounts, published selling prices, number of miles awarded and number of miles redeemed. The Company estimated the selling prices and volumes over the term of the Co-Brand Agreement, at the inception of the contract, in order to determine the allocation of proceeds to each of the components to be delivered. We also evaluate volumes on an annual basis, which may result in a change in the allocation of the estimated consideration from the Co-Brand Agreement on a prospective basis.
Frequent Flyer Deferred Revenue. Miles in MileagePlus members' accounts are combined into one homogeneous pool and are thus not separately identifiable, for award redemption purposes, between miles earned in the current period and those in their beginning balance. Of the miles expected to be redeemed, the Company expects the majority of these miles to be redeemed within two years.
Cash and Cash Equivalents and Restricted Cash Cash and Cash Equivalents and Restricted Cash—Highly liquid investments with a maturity of three months or less on their acquisition date are classified as cash and cash equivalents. Restricted cash is classified as short-term or long-term in the consolidated balance sheets based on the expected timing of return of the assets to the Company or payment to an outside party.
Restricted cash-current—The December 31, 2022 balance includes amounts to be used for the payment of fees, principal and interest on the $6.1 billion of senior secured notes and a secured term loan facility (the "MileagePlus Financing") secured by substantially all of the assets of Mileage Plus Holdings, LLC ("MPH"), a direct wholly-owned subsidiary of United.
Restricted cash-non-current—The December 31, 2022 balance primarily includes collateral associated with the MileagePlus Financing, collateral for letters of credit and collateral associated with facility leases and other insurance-related obligations.
Investments Investments—Debt investments are classified as available-for-sale and are stated at fair value. Realized gains and losses on sales of these investments are reflected in Miscellaneous, net in the consolidated statements of operations. Unrealized gains and losses on available-for-sale debt securities are reflected as a component of accumulated other comprehensive income (loss). Equity investments are accounted for under the equity method if we are able to exercise significant influence over an investee. Equity investments for which we do not have significant influence are recorded at fair value or at cost, if fair value is not readily determinable, with adjustments for observable changes in price or impairments (referred to as the measurement alternative). Changes in fair value are recorded in Unrealized gains (losses) on investments, net in the consolidated statements of operations. See Note 8 of this report for additional information related to investments.
Securities received in connection with purchase agreements Securities received in connection with purchase agreements—The Company accounts for the value of securities received from vendors as deferred credits that will generally be recognized as a reduction to the cost of the asset received in future periods.
Accounts Receivable Accounts Receivable—Accounts receivable primarily consist of amounts due from credit card companies, non-airline partners, and cargo customers. We provide an allowance for credit losses expected to be incurred. We base our allowance on various factors including, but not limited to, aging, payment history, write-offs, macro-economic indicators and other credit monitoring indicators.
Aircraft Fuel, Spare Parts and Supplies Aircraft Fuel, Spare Parts and Supplies—The Company accounts for aircraft fuel, spare parts and supplies at average cost and provides an obsolescence allowance for aircraft spare parts with an assumed residual value of 10% of original cost.
Property and Equipment Property and Equipment—The Company records additions to owned operating property and equipment at cost when acquired. Property under finance leases and the related obligation for future lease payments are recorded at an amount equal to the initial present value of those lease payments. Modifications that enhance the operating performance or extend the useful lives of airframes or engines are capitalized as property and equipment. We periodically receive credits in connection with the acquisition of aircraft and engines including those related to contractual damages related to delays in delivery. These credits are deferred until the aircraft and engines are delivered and then applied as a reduction to the cost of the related equipment.Depreciation and amortization of owned depreciable assets is based on the straight-line method over the assets' estimated useful lives. Leasehold improvements are amortized over the remaining term of the lease, including estimated facility renewal options when renewal is reasonably certain at key airports, or the estimated useful life of the related asset, whichever is less. Properties under finance leases are amortized using the straight-line method over the life of the lease or, in the case of certain aircraft, over their estimated useful lives, whichever is shorter. Amortization of finance lease assets is included in depreciation and amortization expense.
Long-Lived Asset Impairments Long-Lived Asset Impairments—The Company evaluates the carrying value of long-lived assets subject to amortization whenever events or changes in circumstances indicate that an impairment may exist. For purposes of this testing, the Company has generally identified the aircraft fleet type as the lowest level of identifiable cash flows for its mainline fleet and the contract level for its regional fleet under capacity purchase agreements ("CPAs"). An impairment charge is recognized when the asset's carrying value exceeds its net undiscounted future cash flows. The amount of the charge is the difference between the asset's carrying value and fair market value.The Company recorded impairment charges related to certain of its aircraft, related engines and spare parts of $97 million and $94 million for the years ended December 31, 2021 and 2020, respectively. See Note 13 of this report for additional information related to impairments.
Intangibles Intangibles—The Company has finite-lived and indefinite-lived intangible assets, including goodwill. Finite-lived intangible assets are amortized over their estimated useful lives. Goodwill and indefinite-lived intangible assets are not amortized but are reviewed for impairment on an annual basis as of October 1, or more frequently if events or circumstances indicate that the asset may be impaired.We value goodwill and indefinite-lived intangible assets primarily using market and income approach valuation techniques. These measurements include the following key assumptions: (1) forecasted revenues, expenses and cash flows, (2) terminal period revenue growth and cash flows, (3) an estimated weighted average cost of capital, (4) assumed discount rates depending on the asset and (5) a tax rate. These assumptions are consistent with those that hypothetical market participants would use. Because we are required to make estimates and assumptions when evaluating goodwill and indefinite-lived intangible assets for impairment, actual transaction amounts may differ materially from these estimates.In 2022, the Company evaluated its intangible assets for possible impairments. For the Company's China route authority, the Company performed a quantitative assessment which involved determining the fair value of the asset and comparing that amount to the asset's carrying value. For all other intangible assets, the Company performed a qualitative assessment of whether it was more likely than not that an impairment had occurred. To determine fair value, the Company used discounted cash flow methods appropriate for each asset. Key inputs into the models included forecasted capacity, revenues, fuel costs, other operating costs and an overall discount rate. The assumptions used for future projections include that demand will continue to recover. These assumptions are inherently uncertain as they relate to future events and circumstances.
Labor Costs Labor Costs—The Company records expenses associated with new or amendable labor agreements when the amounts are probable and estimable. These could include costs associated with retro-active lump sum cash payments made in conjunction with the ratification of labor agreements. To the extent these upfront costs are in lieu of future pay increases, they would be capitalized and amortized over the term of the labor agreements. If not, these amounts would be expensed.
Share-Based Compensation Share-Based Compensation—The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. The resulting cost is recognized over the period during which an employee is required to provide service in exchange for the award, usually the vesting period. Obligations for cash-settled restricted stock units ("RSUs") are remeasured at fair value throughout the requisite service period at the close of the reporting period based upon UAL's stock price. In addition to the service requirement, certain RSUs have performance metrics that must be achieved prior to vesting. These awards are accrued based on the expected level of achievement at each reporting period. An adjustment is recorded each reporting period to adjust compensation expense based on the then current level of expected performance achievement for the performance-based awards. See Note 4 of this report for additional information on UAL's share-based compensation plans.
Maintenance and Repairs Maintenance and Repairs—The cost of maintenance and repairs, including the cost of minor replacements, is charged to expense as incurred, except for costs incurred under our power-by-the-hour ("PBTH") engine maintenance agreements. PBTH contracts transfer certain risk to third-party service providers and fix the amount we pay per flight hour or per cycle to the service provider in exchange for maintenance and repairs under a predefined maintenance program. Under PBTH agreements, the Company recognizes expense at a level rate per engine hour, unless the level of service effort and the related payments during the period are substantially consistent, in which case the Company recognizes expense based on the amounts paid.
Advertising Advertising—Advertising costs, which are included in Other operating expenses, are expensed as incurred.
Third-Party Business Third-Party Business—The Company has third-party business activity that includes ground handling, maintenance services, flight academy and frequent flyer award non-travel redemptions. Third-party business revenue is recorded in Other operating revenue. Expenses associated with these third-party business activities are recorded in Other operating expenses, except for non-travel mileage redemption. Non-travel mileage redemption expenses are recorded to Other operating revenue.
Uncertain Income Tax Positions Uncertain Income Tax Positions—The Company has recorded reserves for income taxes and associated interest that may become payable in future years. Although management believes that its positions taken on income tax matters are reasonable, the Company nevertheless established tax and interest reserves in recognition that various taxing authorities may challenge certain of the positions taken by the Company, potentially resulting in additional liabilities for taxes and interest. The Company's uncertain tax position reserves are reviewed periodically and are adjusted as events occur that affect its estimates, such as the availability of new information, the lapsing of applicable statutes of limitation, the conclusion of tax audits, the measurement of additional estimated liability, the identification of new tax matters, the release of administrative tax guidance affecting its estimates of tax liabilities, or the rendering of relevant court decisions. The Company records penalties and interest relating to uncertain tax positions as part of income tax expense in its consolidated statements of operations.
Fair Value Information Accounting standards require us to use valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows:
Level 1Unadjusted quoted prices in active markets for assets or liabilities identical to those to be reported at fair value
Level 2Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities or market-corroborated inputs
Level 3Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants would price the assets or liabilities

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

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

(b) Income approach. Techniques to convert future amounts to a single current value based on market expectations (including present value techniques, option-pricing and excess earnings models).
XML 115 R31.htm IDEA: XBRL DOCUMENT v3.22.4
Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
Operating Revenue by Principal Geographic Region
The Company's operating revenue by principal geographic region (as defined by the U.S. Department of Transportation) for the years ended December 31 is presented in the table below (in millions):
202220212020
Domestic (U.S. and Canada)$28,474 $16,845 $9,911 
Atlantic (including Africa, India and Middle East destinations)9,072 3,414 2,226 
Pacific2,927 1,507 1,706 
Latin America4,482 2,868 1,512 
Total$44,955 $24,634 $15,355 
Roll Forward of Frequent Flyer Deferred Revenue The table below presents a roll forward of Frequent flyer deferred revenue (in millions):
Twelve Months Ended
December 31,
20222021
Total Frequent flyer deferred revenue - beginning balance$6,282 $5,975 
Total miles awarded2,558 1,545 
Travel miles redeemed(2,079)(1,171)
Non-travel miles redeemed(86)(67)
Total Frequent flyer deferred revenue - ending balance$6,675 $6,282 
Reconciliation of Cash, Cash Equivalents and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the statements of consolidated cash flows (in millions):
At December 31,
202220212020
Current assets:
Cash and cash equivalents$7,166 $18,283 $11,269 
Restricted cash45 37 255 
Other assets:
Restricted cash210 213 218 
Total cash, cash equivalents and restricted cash shown in the statement of consolidated cash flows$7,421 $18,533 $11,742 
Reconciliation of Cash, Cash Equivalents and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the statements of consolidated cash flows (in millions):
At December 31,
202220212020
Current assets:
Cash and cash equivalents$7,166 $18,283 $11,269 
Restricted cash45 37 255 
Other assets:
Restricted cash210 213 218 
Total cash, cash equivalents and restricted cash shown in the statement of consolidated cash flows$7,421 $18,533 $11,742 
Estimated Useful Lives of Property and Equipment The estimated useful lives of property and equipment are as follows:
 Estimated Useful Life (in years)
Aircraft, spare engines and related rotable parts
25 to 30
Aircraft seats
10 to 15
Buildings
25 to 45
Other property and equipment
3 to 15
Computer software
5 to 15
Building improvements
1 to 40
Information about Goodwill and Other Intangible Assets
The following table presents information about the Company's goodwill and other intangible assets at December 31 (in millions):
20222021
Gross 
Carrying
Amount		Accumulated
Amortization		Gross 
Carrying
Amount		Accumulated
Amortization
Goodwill$4,527 $4,527 
Indefinite-lived intangible assets
Route authorities$1,020 $1,020 
Airport slots574 574 
Tradenames and logos593 593 
Alliances404 404 
Total$2,591 $2,591 
Finite-lived intangible assets
Frequent flyer database$1,177 $1,040 $1,177 $1,008 
Hubs145 124 145 118 
Contracts7 7 120 120 
Other314 301 314 298 
Total$1,643 $1,472 $1,756 $1,544 
XML 116 R32.htm IDEA: XBRL DOCUMENT v3.22.4
Common Stockholders' Equity and Preferred Securities (Tables)
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Summary of Warrants Outstanding
The Company issued warrants to the U.S. Treasury Department ("Treasury") pursuant to the payroll support program ("PSP"), including extensions, and the loan program established under the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"). See Note 9 of this report for additional information about the unsecured promissory notes issued by the Company to Treasury under the PSP and related extensions. As of December 31, 2022, the Company had the following warrants outstanding:
Warrant DescriptionNumber of Shares of UAL Common Stock (in millions)Exercise PriceExpiration Dates
PSP1 Warrants4.8$31.50 4/20/2025—9/30/2025
CARES Act Warrants1.731.50 9/28/2025
PSP2 Warrants2.043.26 1/15/2026—4/29/2026
PSP3 Warrants1.553.92 4/29/2026—6/10/2026
Total10.0 
XML 117 R33.htm IDEA: XBRL DOCUMENT v3.22.4
Earnings (Loss) Per Share (Tables)
 12 Months Ended
Dec. 31, 2022
Earnings Per Share [Abstract]  
Computation of Earnings Per Share
The computations of UAL's basic and diluted earnings (loss) per share are set forth below for the years ended December 31 (in millions, except per share amounts):
202220212020
Earnings (loss) available to common stockholders$737 $(1,964)$(7,069)
Basic weighted-average shares outstanding326.4 321.9 279.4 
Dilutive effect of employee stock awards2.2 — — 
Dilutive effect of stock warrants1.5 — — 
Diluted weighted-average shares outstanding330.1 321.9 279.4 
Earnings (loss) per share, basic$2.26 $(6.10)$(25.30)
Earnings (loss) per share, diluted$2.23 $(6.10)$(25.30)
Potentially dilutive securities (a)
Stock warrants (b)3.5 0.9 — 
Employee stock awards0.7 0.7 1.0 
(a) Weighted-average potentially dilutive securities outstanding excluded from the computation of diluted earnings per share because the securities would have had an antidilutive effect.
(b) Represent warrants issued to Treasury pursuant to the payroll support program, including extensions, and the loan program established under the CARES Act. See Note 2 of this report for additional information about these warrants.
XML 118 R34.htm IDEA: XBRL DOCUMENT v3.22.4
Share-Based Compensation Plans (Tables)
 12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Information Related to Share-Based Compensation Plan Cost The following table provides information related to UAL's share-based compensation plan cost for the years ended December 31 (in millions):
202220212020
Compensation cost:
RSUs$87 $236 $106 
Stock options2 2 2 
Total$89 $238 $108 
Summary of Unearned Compensation and Weighted-Average Remaining Period to Recognize Costs
The table below summarizes UAL's unearned compensation and weighted-average remaining period to recognize costs for all outstanding share-based awards that are probable of being achieved as of December 31, 2022 (in millions, except as noted):
Unearned CompensationWeighted-Average
Remaining Period
(in years)
RSUs$43 1.6
Stock options4 3.3
Total$47 
Summary of RSU and Restricted Stock Activity
The table below summarizes UAL's RSU activity for the years ended December 31 (shares in millions):
Liability AwardsEquity Awards
RSUs
RSUs		Weighted-
Average
Grant Price
Outstanding at December 31, 20190.6 2.0 $78.03 
Granted0.1 2.4 40.80 
Vested(0.3)(0.8)74.54 
Forfeited— (0.4)54.21 
Outstanding at December 31, 20200.4 3.2 53.41 
Granted0.4 2.9 52.18 
Vested(0.6)(1.5)51.35 
Forfeited— (0.2)46.77 
Outstanding at December 31, 20210.2 4.4 53.63 
Granted 0.1 2.3 31.96 
Additional issuance due to achievement of performance metrics— 1.6 58.17 
Vested (0.2)(4.8)56.00 
Forfeited— (0.2)53.03 
Outstanding at December 31, 20220.1 3.3 37.88 
XML 119 R35.htm IDEA: XBRL DOCUMENT v3.22.4
Accumulated Other Comprehensive Income (Loss) (Tables)
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Components of Accumulated Other Comprehensive Income, Net of Tax
The tables below present the components of the Company's AOCI, net of tax (in millions):
Pension and
Other
Postretirement
Liabilities		Investments and OtherDeferred Taxes (a)
 
 
Total
Balance at December 31, 2019$(560)$2 $(160)$(718)
Change in value(993)— 221 (772)
Amounts reclassified to earnings451 (b)— (100)351 
Balance at December 31, 2020(1,102)2 (39)(1,139)
Change in value239 (2)(53)184 
Amounts reclassified to earnings16 (b)— (3)13 
Balance at December 31, 2021(847)— (95)(942)
Change in value1,474 (35)(321)1,118 
Amounts reclassified to earnings(1)(b)— — (1)
Balance at December 31, 2022$626 $(35)$(416)$175 
(a)Includes approximately $285 million of deferred income tax expense that will not be recognized in net income until the related pension and postretirement benefit obligations are fully extinguished. We consider all income sources, including other comprehensive income, in determining the amount of tax benefit allocated to results from operations.
(b)This AOCI component is included in the computation of net periodic pension and other postretirement costs. See Note 7 of this report for additional information on pensions and other postretirement liabilities.
XML 120 R36.htm IDEA: XBRL DOCUMENT v3.22.4
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2022
Income Tax Disclosure [Abstract]  
Income Tax Provision (Benefit) Differed from Amounts Computed at the Statutory Federal Income Tax Rate and Significant Components
The income tax provision (benefit) differed from amounts computed at the statutory federal income tax rate and consisted of the following significant components (in millions):
202220212020
Income tax provision (benefit) at statutory rate$208 $(537)$(1,852)
State income tax provision (benefit), net of federal income tax benefit13 (34)(110)
Nondeductible employee meals12 7 5 
Nondeductible transportation fringe benefit10 8 7 
Valuation allowance(10)(38)197 
Other, net20 1 — 
Income tax expense (benefit)$253 $(593)$(1,753)
Current$5 $(10)$(12)
Deferred248 (583)(1,741)
Income tax expense (benefit)$253 $(593)$(1,753)
Temporary Differences and Carryforwards Giving Rise to Deferred Tax Assets and Liabilities Temporary differences and carryforwards that give rise to deferred tax assets and liabilities at December 31, 2022 and 2021 were as follows (in millions):
 UALUnited
2022202120222021
Deferred income tax asset (liability):
Federal and state net operating loss ("NOL") carryforwards$2,932 $2,229 $2,903 $2,201 
Deferred revenue1,783 2,349 1,783 2,349 
Employee benefits, including pension, postretirement and medical 606 986 606 986 
Operating lease liabilities1,118 1,272 1,118 1,272 
Other financing liabilities141 327 141 327 
Interest expense carryforward510 — 510 — 
Other576 535 576 535 
Less: Valuation allowance(199)(210)(199)(210)
Total deferred tax assets $7,467 $7,488 $7,438 $7,460 
Depreciation$(5,844)$(5,122)$(5,844)$(5,122)
Operating lease right-of-use asset(881)(1,051)(881)(1,051)
Intangibles(651)(656)(651)(656)
Total deferred tax liabilities$(7,376)$(6,829)$(7,376)$(6,829)
Net deferred tax asset$91 $659 $62 $631 
XML 121 R37.htm IDEA: XBRL DOCUMENT v3.22.4
Pension and Other Postretirement Plans (Tables)
 12 Months Ended
Dec. 31, 2022
Retirement Benefits [Abstract]  
Reconciliation of the Change in Benefit Obligation and Plan Assets and Funded Status
The following tables set forth the reconciliation of the beginning and ending balances of the benefit obligation and plan assets, the funded status and the amounts recognized in these financial statements for the defined benefit and other postretirement plans (in millions):
Pension Benefits
Year Ended December 31, 2022Year Ended December 31, 2021
Accumulated benefit obligation:$3,596 $5,496 
Change in projected benefit obligation:
Projected benefit obligation at beginning of year$6,473 $6,525 
Service cost204 239 
Interest cost188 184 
Actuarial gain(2,186)(188)
Benefits paid(464)(263)
Curtailment— (12)
Other(34)(12)
Projected benefit obligation at end of year$4,181 $6,473 
Change in plan assets:
Fair value of plan assets at beginning of year$4,626 $4,069 
Actual income (loss) on plan assets(678)437 
Employer contributions8 387 
Benefits paid(464)(263)
Other(25)(4)
Fair value of plan assets at end of year$3,467 $4,626 
Funded status—Net amount recognized$(714)$(1,847)
Pension Benefits
December 31, 2022December 31, 2021
Amounts recognized in the consolidated balance sheets consist of:
Noncurrent asset$44 $75 
Current liability(11)(2)
Noncurrent liability(747)(1,920)
Total liability$(714)$(1,847)
Amounts recognized in accumulated other comprehensive income ( loss) consist of:
Net actuarial loss$(77)$(1,406)
Prior service cost(1)(1)
Total accumulated other comprehensive loss$(78)$(1,407)
Other Postretirement Benefits
Year Ended December 31, 2022Year Ended December 31, 2021
Change in benefit obligation:
Benefit obligation at beginning of year$1,129 $1,082 
Service cost9 10 
Interest cost30 25 
Plan participants' contributions69 66 
Benefits paid(179)(199)
Actuarial (gain) loss(270)114 
Special termination benefit— 31 
Benefit obligation at end of year$788 $1,129 
Change in plan assets:
Fair value of plan assets at beginning of year$49 $51 
Actual return on plan assets1 1 
Employer contributions108 130
Plan participants' contributions69 66 
Benefits paid(179)(199)
Fair value of plan assets at end of year48 49 
Funded status—Net amount recognized$(740)$(1,080)
Amounts Recognized in Consolidated Balance Sheet and Accumulated Other Comprehensive Income (Loss)
Other Postretirement Benefits
December 31, 2022December 31, 2021
Amounts recognized in the consolidated balance sheets consist of:
Current liability$(69)$(80)
Noncurrent liability(671)(1,000)
Total liability$(740)$(1,080)
Amounts recognized in accumulated other comprehensive income (loss) consist of:
Net actuarial gain$369 $113 
Prior service credit335 447 
Total accumulated other comprehensive income$704 $560 
Accumulated Benefit Obligation and Projected Benefit Obligation in Excess of Plan Assets
The following information relates to all pension plans with an accumulated benefit obligation and a projected benefit obligation in excess of plan assets at December 31 (in millions):
20222021
Projected benefit obligation$4,045 $6,231 
Accumulated benefit obligation3,461 5,255 
Fair value of plan assets3,287 4,309 
Components Of Net Periodic Benefit Cost
Net periodic benefit cost (credit) for the years ended December 31 included the following components (in millions):
202220212020
Pension BenefitsOther Postretirement BenefitsPension BenefitsOther Postretirement BenefitsPension BenefitsOther Postretirement Benefits
Service cost$204 $9 $239 $10 $216 $10 
Interest cost188 30 184 25 209 28 
Expected return on plan assets(306)(1)(283)(1)(328)(1)
Amortization of unrecognized actuarial (gain) loss120 (14)170 (28)162 (40)
Amortization of prior service credits— (112)— (123)— (124)
Settlement loss - Voluntary Programs— — — — 430 — 
Special termination benefits - Voluntary Programs— — — 31 54 201 
Curtailment— — (8)— 1 — 
Other5 — 5 — 22 — 
Net periodic benefit cost (credit)$211 $(88)$307 $(86)$766 $74 
The Company's expected Net periodic benefit cost (credit) for 2023 is as follows (in millions):
Pension BenefitsOther Postretirement Benefits
Net periodic benefit cost (credit)$97 $(105)
Assumptions Used for Benefit Plans
The assumptions used for the benefit plans were as follows: 
Pension Benefits
Assumptions used to determine benefit obligations20222021
Discount rate5.20 %2.90 %
Rate of compensation increase3.83 %3.83 %
Assumptions used to determine net expense
Discount rate2.90 %2.72 %
Expected return on plan assets7.16 %7.28 %
Rate of compensation increase3.83 %3.88 %
Other Postretirement Benefits
Assumptions used to determine benefit obligations20222021
Discount rate5.66 %2.82 %
Assumptions used to determine net expense
Discount rate2.82 %2.43 %
Expected return on plan assets3.00 %3.00 %
Health care cost trend rate assumed for next year5.60 %5.70 %
Rate to which the cost trend rate is assumed to decline (ultimate trend rate in 2033)4.50 %4.50 %
Allocation of Plan Assets Plan fiduciaries regularly review our actual asset allocation and the pension plans' investments are periodically rebalanced to our targeted allocation when considered appropriate. United's plan assets are allocated within the following guidelines:
  Percent of TotalExpected Long-Term
Rate of Return
Equity securities
25-40
%9 %
Fixed-income securities
 40-55
 7  
Alternatives
15-25
 8  
Schedule of Change in Assumptions on Net Periodic Benefit Cost and Benefit Obligations
The table below shows the impacts of a change in certain assumptions on the 2023 net periodic benefit cost and the benefit obligations at December 31, 2022 (in millions):
Pension BenefitsOther Postretirement Benefits
Impact on Benefit Obligation at December 31, 2022
100 basis points decrease in the weighted average discount rate
$813 $50 
Impact on 2023 Net Periodic Benefit Cost
100 basis points decrease in the weighted average discount rate (a)
$93 $1 
100 basis points decrease in the expected long-term rate of return on plan assets
33 — 
(a) In general, as discount rates increase, the impact of changes in discount rates decreases. Therefore, these sensitivities cannot be extrapolated for larger increases or decreases in the discount rate. In addition, benefit cost is affected by other factors including, but not limited to, investment performance, contributions, demographic experience and other assumption changes.
Pension and Other Postretirement Plan Assets
The following tables present information about United's pension and other postretirement plan assets at December 31 (in millions):
20222021
Pension Plan Assets:TotalLevel 1Level 2Level 3Assets Measured at NAV(a)TotalLevel 1Level 2Level 3Assets Measured at NAV(a)
Equity securities funds$1,183 $58 $26 $114 $985 $1,754 $71 $44 $147 $1,492 
Fixed-income securities1,316 — 527 5 784 1,850 — 739 15 1,096 
Alternatives887 — — 161 726 847 — — 216 631 
Other investments81 6 16 5 54 175 108 59 8 — 
Total$3,467 $64 $569 $285 $2,549 $4,626 $179 $842 $386 $3,219 
Other Postretirement Benefit Plan Assets:
Deposit administration fund$48 $— $— $48 $— $49 $— $— $49 $— 
(a) In accordance with the relevant accounting standards, certain investments that are measured at fair value using the net asset value ("NAV") per share (or its equivalent) have not been classified in the fair value hierarchy. These investments are commingled funds that invest in equity securities and fixed-income instruments including bonds, debt securities, and other similar instruments issued by various U.S. and non-U.S. public- or private-sector entities. Redemption periods for these investments range from daily to semiannually.
Defined Benefit Plan Assets Measured at Fair Value Using Unobservable Inputs
The following table presents reconciliation of United's benefit plan assets measured at fair value using unobservable inputs (Level 3) for the years ended December 31, 2022 and 2021 (in millions):
20222021
Balance at beginning of year$435 $401 
Actual income (loss) on plan assets:
Sold during the year34 2 
Held at year end(39)48 
Purchases, sales, issuances and settlements (net)(97)(16)
Balance at end of year$333 $435 
Estimated Future Benefit Payments
The estimated future benefit payments, net of expected participant contributions, in United's pension plans and other postretirement benefit plans for the next ten years, as of December 31, 2022, are as follows (in millions):
PensionOther Postretirement
2023$255 $120 
2024253 109 
2025282 94 
2026304 86 
2027323 78 
Years 2028 – 20321,776 293 
Participation in the IAM National Pension Plan United's participation in the IAM National Pension Plan ("IAM Plan") for the annual period ended December 31, 2022 is outlined in the table below. The risks of participating in these multi-employer plans are different from single-employer plans, as United may be subject to additional risks that others do not meet their obligations, which in certain circumstances could revert to United. The IAM Plan reported $507 million in employers' contributions for the year ended December 31, 2021. For 2021, the Company's contributions to the IAM Plan represented more than 5% of total contributions to the IAM Plan. The 2022 information is not available as the applicable Form 5500 is not final for the plan year.
Pension FundIAM National Pension Fund ("Fund")
EIN/ Pension Plan Number51-6031295 — 002
Pension Protection Act Zone Status (2022 and 2021)
Critical (2022 and 2021). A plan is in "critical" status if the funded percentage is less than 65 percent. On April 17, 2019, the IAM National Pension Fund Board of Trustees voluntarily elected for the Fund to be in critical status effective for the plan year beginning January 1, 2019 to strengthen the Fund's financial health. The Fund's funded percentage was 83.7% as of January 1, 2021.
FIP/RP Status Pending/Implemented
A 10-year Rehabilitation Plan effective, January 1, 2022, was adopted on April 17, 2019 that requires the Company to make an additional contribution of 2.5% of the hourly contribution rate, compounded annually for the length of the Rehabilitation Plan, effective June 1, 2019.
United's Contributions
$75 million, $58 million and $53 million in the years ended December 31, 2022, 2021 and 2020, respectively
Surcharge ImposedNo
Expiration Date of Collective Bargaining AgreementN/A
XML 122 R38.htm IDEA: XBRL DOCUMENT v3.22.4
Fair Value Measurements, Investments and Notes Receivable (Tables)
 12 Months Ended
Dec. 31, 2022
Fair Value Disclosures [Abstract]  
Financial Assets and Liabilities Measured at Fair Value on Recurring Basis The table below presents disclosures about the fair value of financial assets and liabilities measured at fair value on a recurring basis in the Company's financial statements as of December 31 (in millions):
20222021
TotalLevel 1Level 2Level 3TotalLevel 1Level 2Level 3
Cash and cash equivalents$7,166 $7,166 $— $— $18,283 $18,283 $— $— 
Restricted cash - current (Note 1)45 45 — — 37 37 — — 
Restricted cash - non-current (Note 1)210 210 — — 213 213 — — 
Short-term investments:
U.S. government and agency notes8,914 — 8,914 — 2 — 2 — 
Asset-backed securities325 — 325 — 26 — 26 — 
Corporate debt9 — 9 — 95 — 95 — 
Long-term investments:
Equity securities189 189 — — 229 229 — — 
Carrying Values and Estimated Fair Values of Financial Instruments The table below presents the carrying values and estimated fair values of financial instruments not presented in the tables above as of December 31 (in millions). Carrying amounts include any related discounts, premiums and issuance costs:
20222021
Carrying AmountFair ValueCarrying AmountFair Value
TotalLevel 1Level 2Level 3TotalLevel 1Level 2Level 3
Long-term debt$31,194 $29,371 $— $23,990 $5,381 $33,363 $34,550 $— $29,088 $5,462 
Description of Fair Value of Financial Instruments and Fair Value Methodology
Fair value of the financial instruments included in the tables above was determined as follows:
DescriptionFair Value Methodology
Cash and cash equivalents and
Restricted cash (current and non-current)		The carrying amounts of these assets approximate fair value.
Short-term and Long-term investmentsFair value is based on (a) the trading prices of the investment or similar
instruments or (b) broker quotes obtained by third-party valuation services.
Long-term debt Fair values were based on either market prices or the discounted amount of future cash flows using our current incremental rate of borrowing for similar liabilities or assets.
XML 123 R39.htm IDEA: XBRL DOCUMENT v3.22.4
Debt (Tables)
 12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
Summary of Long-Term Debt
(In millions)Maturity DatesInterest Rate(s) at December 31, 2022At December 31,
20222021
Aircraft notes (a)2024—20342.70 %—6.48 %$12,262 $13,293 
MileagePlus Senior Secured Notes
20276.50 %3,420 3,800 
MileagePlus Term Loan Facility (b)
202710.00 %2,700 3,000 
2026 and 2029 Notes2026—20294.38 %—4.63 %4,000 4,000 
2021 Term Loans (b)
20288.11 %4,913 4,963 
Unsecured
Notes2024—20254.88 %—5.00 %596 1,041 
PSP Notes (c)2030—20311.00 %3,181 3,181 
Other unsecured debt2023—20290.00 %—5.75 %508 598 
31,580 33,876 
Less: unamortized debt discount, premiums and debt issuance costs (386)(513)
Less: current portion of long-term debt(2,911)(3,002)
Long-term debt, net$28,283 $30,361 
(a)Financing includes variable rate debt based on LIBOR (or another index rate), generally subject to a floor, plus a specified margin of 0.49% to 2.25%.
(b)Financing includes variable rate debt based on LIBOR (or another index rate), subject to a floor, plus a specified margin of 3.75% to 5.25%.
(c)The PSP Notes include $1.5 billion of indebtedness evidenced by a 10-year senior unsecured promissory note with Treasury provided under the PSP of the CARES Act ("PSP1"), $0.9 billion of indebtedness evidenced by a 10-year senior unsecured promissory note issued to Treasury pursuant to Payroll Support Program Extension Agreements under the CARES Act ("PSP2") and $0.8 billion of indebtedness evidenced by a 10-year senior unsecured promissory note issued to Treasury pursuant to the Payroll Support Program established under Section 7301 of the American Rescue Plan Act of 2021 ("PSP3"). These PSP Notes have a rate of 1.00% in years 1 through 5, and a rate of the Secured Overnight Financing Rate ("SOFR") plus 2.00% in years 6 through 10.
Contractual Principal Payments under Outstanding Long-Term Debt Agreements The table below presents the Company's contractual principal payments (not including debt discount or debt issuance costs) at December 31, 2022 under then-outstanding long-term debt agreements in each of the next five calendar years (in millions):
2023$2,911 
20243,938 
20253,392 
20265,185 
20272,405 
After 202713,749 
$31,580 
Summary of Collateral Covenants and Cross Default Provisions The collateral, covenants and cross default provisions of the Company's principal debt instruments that contain such provisions are summarized in the table below:
Debt InstrumentCollateral, Covenants and Cross Default Provisions
Aircraft notes and other notes payableSecured by certain aircraft, spare engines and spare parts. The indentures contain events of default that are customary for aircraft financings, including in certain cases cross default to other related aircraft.
2021 Loan Facilities
Secured on a senior basis by security interests granted by the Company to the collateral trustee for the benefit of the lenders under the 2021 Loan Facilities, among other parties, on the following: (i) all of the Company's route authorities granted by the U.S. Department of Transportation to operate scheduled service between any international airport located in the United States and any international airport located in any country other than the United States (except Cuba), (ii) the Company's rights to substantially all of its landing and take-off slots at foreign and domestic airports, including at John F. Kennedy International Airport, LaGuardia Airport and Ronald Reagan Washington National Airport (subject to certain exclusions), and (iii) the Company's rights to use or occupy space at airport terminals, each to the extent necessary at the relevant time for servicing scheduled air carrier service authorized by an applicable route authority.
The 2021 Loan Facilities contain negative covenants that, among other things, limit our ability under certain circumstances to create liens on the collateral, make certain dividends, conduct stock repurchases, make certain restricted investments and other restricted payments, and consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets. The 2021 Loan Facilities also contain financial covenants that require the Company to maintain at least $2.0 billion of unrestricted liquidity at all times, which includes unrestricted cash, short-term investments and any undrawn amounts under any revolving credit facility, and to maintain a minimum ratio of appraised value of collateral to the outstanding debt secured by such collateral (including under the 2021 Loan Facilities) of 1.6 to 1.0, tested semi-annually.
The 2021 Loan Facilities contain events of default customary for similar financings, including a cross-payment default and cross-acceleration to other material indebtedness.
2026 and 2029 Notes
The 2026 and 2029 Notes are secured on a senior basis by security interests granted by the Company to the collateral trustee for the benefit of the holders of the 2026 and 2029 Notes, among other parties, on the following: (i) all of the Company's route authorities granted by the U.S. Department of Transportation to operate scheduled service between any international airport located in the United States and any international airport located in any country other than the United States (except Cuba), (ii) the Company's rights to substantially all of its landing and take-off slots at foreign and domestic airports, including at John F. Kennedy International Airport, LaGuardia Airport and Ronald Reagan Washington National Airport (subject to certain exclusions), and (iii) the Company's rights to use or occupy space at airport terminals, each to the extent necessary at the relevant time for servicing scheduled air carrier service authorized by an applicable route authority.
The indenture for these 2026 and 2029 Notes contains covenants that, among other things, limit our ability under certain circumstances to create liens on the Collateral, make certain dividends, stock repurchases, restricted investments and other restricted payments, and consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets. The indenture also contains a financial covenant that requires UAL to pay special interest in an additional amount equal to 2.0% per year of the principal amount of the 2026 and 2029 Notes for so long as it is unable to demonstrate that it maintains a minimum ratio of appraised value of collateral to the outstanding debt secured by such collateral (including the 2026 and 2029 Notes) of 1.6 to 1.0, tested semi-annually.
The indenture contains events of default customary for similar financings, including a cross-payment default and cross-acceleration to other material indebtedness.
MileagePlus Senior Secured Notes and MileagePlus Term Loan Facility
Secured by first-priority security interests in substantially all of the assets of the Issuers, other than excluded property and subject to certain permitted liens, including security interests in specified cash accounts that include the accounts into which MileagePlus revenues are or will be paid by the Company's marketing partners and by the Company.
PSP Notes
The PSP Notes represent senior unsecured indebtedness of UAL. The PSP Notes are guaranteed by United. If any subsidiary of UAL (other than United) becomes, or is required to become, an obligor on unsecured indebtedness of UAL or any of its subsidiaries with a principal balance in excess of a specified amount, then such subsidiary shall be required to guarantee the obligations of the Company under the PSP Notes.
Pursuant to the PSP Agreements, the Company and its affiliates will be required to comply with certain provisions including, among others, audit and reporting requirements and provisions restricting the payment of certain executive compensation until April 1, 2023.
Unsecured notes
The indentures for these notes contain covenants that, among other things, restrict the ability of the Company and its restricted subsidiaries (as defined in the indentures) to incur additional indebtedness and make certain dividends, stock repurchases, restricted investments and other restricted payments.
XML 124 R40.htm IDEA: XBRL DOCUMENT v3.22.4
Leases and Capacity Purchase Agreements (Tables)
 12 Months Ended
Dec. 31, 2022
Leases [Abstract]  
Components of Lease Cost The Company's lease cost for the years ended December 31 included the following components (in millions):
202220212020
Operating lease cost$941 $958 $933 
Variable and short-term lease cost2,603 2,291 1,968 
Amortization of finance lease assets72 89 88 
Interest on finance lease liabilities13 16 16 
Sublease income(33)(26)(23)
Total lease cost$3,596 $3,328 $2,982 
Summary of Scheduled Future Minimum Lease Payments under Operating Leases The table below summarizes the Company's scheduled future minimum lease payments under operating and finance leases, recorded on the balance sheet, as of December 31, 2022 (in millions):
Operating LeasesFinance Leases
2023$851 $114 
2024736 45 
2025616 39 
2026597 17 
2027779 10 
After 20273,190 18 
Minimum lease payments6,769 243 
Imputed interest(1,749)(24)
Present value of minimum lease payments5,020 219 
Less: current maturities of lease obligations(561)(104)
Long-term lease obligations$4,459 $115 
Summary of Scheduled Future Minimum Lease Payments Under Finance Leases The table below summarizes the Company's scheduled future minimum lease payments under operating and finance leases, recorded on the balance sheet, as of December 31, 2022 (in millions):
Operating LeasesFinance Leases
2023$851 $114 
2024736 45 
2025616 39 
2026597 17 
2027779 10 
After 20273,190 18 
Minimum lease payments6,769 243 
Imputed interest(1,749)(24)
Present value of minimum lease payments5,020 219 
Less: current maturities of lease obligations(561)(104)
Long-term lease obligations$4,459 $115 
Contractual Obligation, Fiscal Year Maturity The table below presents the Company's contractual payments at December 31, 2022 under then-outstanding failed sale and leaseback agreements in each of the next five calendar years (in millions):
Other Financial Liabilities
2023$75 
202479 
202580 
202680 
2027373 
After 2027428 
1,115 
Imputed interest(248)
Current maturities of other financial liabilities(23)
Other financial liabilities$844 
Additional Information Related to Leases The table below presents additional information related to our leases as of December 31:
20222021
Weighted-average remaining lease term - operating leases10 years10 years
Weighted-average remaining lease term - finance leases3 years6 years
Weighted-average remaining lease term - other financial liabilities9 years13 years
Weighted-average discount rate - operating leases5.5 %5.0 %
Weighted-average discount rate - finance leases6.4 %4.8 %
Weighted-average interest rate - other financial liabilities6.0 %6.0 %
Supplemental Cash Flow Information Related to Leases
The table below presents supplemental cash flow information related to leases during the year ended December 31 (in millions):
202220212020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases$919 $977 $788 
Operating cash flows for finance leases13 18 20 
Financing cash flows for finance leases124 216 66 
Future Lease Payment Under Terms of Capacity Purchase Agreement Based on these assumptions as of December 31, 2022, our future payments through the end of the terms of our CPAs are presented in the table below (in billions):
2023$2.2 
20241.9 
20251.5 
20261.3 
20270.9 
After 20273.2 
$11.0 
XML 125 R41.htm IDEA: XBRL DOCUMENT v3.22.4
Commitments and Contingencies (Tables)
 12 Months Ended
Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]  
Firm Commitments and Options to Purchase Aircraft and Summary of Commitments As of December 31, 2022, United had firm commitments to purchase aircraft from The Boeing Company ("Boeing") and Airbus S.A.S. ("Airbus") presented in the table below:
Scheduled Aircraft Deliveries
Aircraft TypeNumber of Firm
 Commitments (a)		20232024After 2024
787102 2 8 92 
737 MAX433 135 88 210 
A321neo70 12 31 27 
A321XLR50 — — 50 
A35045 — — 45 
(a) United also has options and purchase rights for additional aircraft.
Summary of Commitments The table below summarizes United's commitments as of December 31, 2022, which include aircraft and related spare engines, aircraft improvements and all non-aircraft capital commitments (in billions):
2023$10.2 
20248.0 
20257.8 
20265.9 
20275.0 
After 202716.6 
$53.5 
XML 126 R42.htm IDEA: XBRL DOCUMENT v3.22.4
Special Charges (Credits) (Tables)
 12 Months Ended
Dec. 31, 2022
Restructuring and Related Activities [Abstract]  
Components of Special Charges
For the years ended December 31, operating and nonoperating special charges (credits) and unrealized (gains) losses on investments in the statements of consolidated operations consisted of the following (in millions):
Operating:202220212020
CARES Act grant$— $(4,021)$(3,536)
Severance and benefit costs— 438575 
Impairment of assets— 97 318 
(Gains) losses on sale of assets and other special charges140 119 27 
Total operating special charges (credits)140 (3,367)(2,616)
Nonoperating unrealized (gains) losses on investments, net(20)34 194 
Nonoperating debt extinguishment and modification fees7 50 — 
Nonoperating special termination benefits and settlement losses— 31 687 
Nonoperating credit loss on BRW Term Loan and related guarantee— — 697 
Total nonoperating special charges and unrealized (gains) losses on investments, net(13)115 1,578 
Total operating and nonoperating special charges (credits) and unrealized (gains) losses on investments, net127 (3,252)(1,038)
Income tax expense (benefit), net of valuation allowance(33)728 404 
Total operating and nonoperating special charges (credits) and unrealized (gains) losses on investments, net of income taxes$94 $(2,524)$(634)
XML 127 R43.htm IDEA: XBRL DOCUMENT v3.22.4
Significant Accounting Policies - Narrative (Details)
$ in Millions
 12 Months Ended
Dec. 31, 2022
USD ($)
segment
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Summary Of Significant Accounting Policies [Line Items]      
Expiration period for refundable tickets 1 year    
Number of operating segments | segment 1    
Revenue $ 44,955 $ 24,634 $ 15,355
Period over which miles are expected to be redeemed two years    
Senior secured notes $ 6,100    
Carrying value of computer software 471 499  
Impairment, long-lived asset   $ 97 $ 94
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration]   Restructuring, Settlement and Impairment Provisions Restructuring, Settlement and Impairment Provisions
Amortization expense 41 $ 49 $ 55
Projected amortization expense in 2023 37    
Projected amortization expense in 2024 32    
Projected amortization expense in 2025 28    
Projected amortization expense in 2026 18    
Projected amortization expense in 2027 11    
Advertising expense $ 165 99 87
Minimum      
Summary Of Significant Accounting Policies [Line Items]      
Frequent flier program expiration period 1 year    
Maximum      
Summary Of Significant Accounting Policies [Line Items]      
Frequent flier program expiration period 7 years    
Computer software      
Summary Of Significant Accounting Policies [Line Items]      
Depreciation expense $ 166 182 172
Advance Ticket Sales      
Summary Of Significant Accounting Policies [Line Items]      
Expiration period for advance ticket sales 12 months    
Revenue recognized $ 3,300 1,800 3,000
Ancillary Fees Recorded within Passenger Revenues      
Summary Of Significant Accounting Policies [Line Items]      
Revenue 3,400 2,200 1,300
Other Operating Revenue      
Summary Of Significant Accounting Policies [Line Items]      
Revenue 2,752 2,088 1,902
Other Operating Revenue | Chase and Other Partner Agreements      
Summary Of Significant Accounting Policies [Line Items]      
Revenue $ 2,400 $ 1,800 $ 1,700
XML 128 R44.htm IDEA: XBRL DOCUMENT v3.22.4
Significant Accounting Policies - Operating Revenue by Principal Geographic Region (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Disaggregation of Revenue [Line Items]      
Total operating revenue $ 44,955 $ 24,634 $ 15,355
Domestic (U.S. and Canada)      
Disaggregation of Revenue [Line Items]      
Total operating revenue 28,474 16,845 9,911
Atlantic (including Africa, India and Middle East destinations)      
Disaggregation of Revenue [Line Items]      
Total operating revenue 9,072 3,414 2,226
Pacific      
Disaggregation of Revenue [Line Items]      
Total operating revenue 2,927 1,507 1,706
Latin America      
Disaggregation of Revenue [Line Items]      
Total operating revenue $ 4,482 $ 2,868 $ 1,512
XML 129 R45.htm IDEA: XBRL DOCUMENT v3.22.4
Significant Accounting Policies - Roll Forward of Frequent Flier Deferred Revenue (Details) - Frequent Flyer - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Movement in Deferred Revenue [Roll Forward]    
Total Frequent flyer deferred revenue - beginning balance $ 6,282 $ 5,975
Total miles awarded 2,558 1,545
Travel miles redeemed (2,079) (1,171)
Non-travel miles redeemed (86) (67)
Total Frequent flyer deferred revenue - ending balance $ 6,675 $ 6,282
XML 130 R46.htm IDEA: XBRL DOCUMENT v3.22.4
Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Current assets:        
Cash and cash equivalents $ 7,166 $ 18,283 $ 11,269  
Restricted cash 45 37 255  
Other assets:        
Restricted cash 210 213 218  
Total cash, cash equivalents and restricted cash shown in the statement of consolidated cash flows 7,421 18,533 11,742 $ 2,868
United Airlines, Inc.        
Current assets:        
Cash and cash equivalents 7,166 18,283    
Other assets:        
Total cash, cash equivalents and restricted cash shown in the statement of consolidated cash flows $ 7,421 $ 18,533 $ 11,742 $ 2,862
XML 131 R47.htm IDEA: XBRL DOCUMENT v3.22.4
Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Details)
 12 Months Ended
Dec. 31, 2022
Aircraft, spare engines and related rotable parts | Minimum  
Property, Plant and Equipment [Line Items]  
Estimated useful life 25 years
Aircraft, spare engines and related rotable parts | Maximum  
Property, Plant and Equipment [Line Items]  
Estimated useful life 30 years
Aircraft seats | Minimum  
Property, Plant and Equipment [Line Items]  
Estimated useful life 10 years
Aircraft seats | Maximum  
Property, Plant and Equipment [Line Items]  
Estimated useful life 15 years
Buildings | Minimum  
Property, Plant and Equipment [Line Items]  
Estimated useful life 25 years
Buildings | Maximum  
Property, Plant and Equipment [Line Items]  
Estimated useful life 45 years
Other property and equipment | Minimum  
Property, Plant and Equipment [Line Items]  
Estimated useful life 3 years
Other property and equipment | Maximum  
Property, Plant and Equipment [Line Items]  
Estimated useful life 15 years
Computer software | Minimum  
Property, Plant and Equipment [Line Items]  
Estimated useful life 5 years
Computer software | Maximum  
Property, Plant and Equipment [Line Items]  
Estimated useful life 15 years
Building improvements | Minimum  
Property, Plant and Equipment [Line Items]  
Estimated useful life 1 year
Building improvements | Maximum  
Property, Plant and Equipment [Line Items]  
Estimated useful life 40 years
XML 132 R48.htm IDEA: XBRL DOCUMENT v3.22.4
Significant Accounting Policies - Information about Goodwill and Other Intangible Assets (Details) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Accounting Policies [Abstract]    
Goodwill $ 4,527 $ 4,527
Indefinite-lived Intangible Assets [Line Items]    
Gross  Carrying Amount 2,591 2,591
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 1,643 1,756
Accumulated Amortization 1,472 1,544
Route authorities    
Indefinite-lived Intangible Assets [Line Items]    
Gross  Carrying Amount 1,020 1,020
Airport slots    
Indefinite-lived Intangible Assets [Line Items]    
Gross  Carrying Amount 574 574
Tradenames and logos    
Indefinite-lived Intangible Assets [Line Items]    
Gross  Carrying Amount 593 593
Alliances    
Indefinite-lived Intangible Assets [Line Items]    
Gross  Carrying Amount 404 404
Frequent flyer database    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 1,177 1,177
Accumulated Amortization 1,040 1,008
Hubs    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 145 145
Accumulated Amortization 124 118
Contracts    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 7 120
Accumulated Amortization 7 120
Other    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 314 314
Accumulated Amortization $ 301 $ 298
XML 133 R49.htm IDEA: XBRL DOCUMENT v3.22.4
Common Stockholders' Equity and Preferred Securities - Summary of Warrants Outstanding (Details)
shares in Millions
Dec. 31, 2022
$ / shares
shares
Class of Warrant or Right [Line Items]  
Number of Shares of UAL Common Stock (in shares) 10.0
PSP1 Warrants  
Class of Warrant or Right [Line Items]  
Number of Shares of UAL Common Stock (in shares) 4.8
Exercise Price (in dollars per share) | $ / shares $ 31.50
CARES Act Warrants  
Class of Warrant or Right [Line Items]  
Number of Shares of UAL Common Stock (in shares) 1.7
Exercise Price (in dollars per share) | $ / shares $ 31.50
PSP2 Warrants  
Class of Warrant or Right [Line Items]  
Number of Shares of UAL Common Stock (in shares) 2.0
Exercise Price (in dollars per share) | $ / shares $ 43.26
PSP3 Warrants  
Class of Warrant or Right [Line Items]  
Number of Shares of UAL Common Stock (in shares) 1.5
Exercise Price (in dollars per share) | $ / shares $ 53.92
XML 134 R50.htm IDEA: XBRL DOCUMENT v3.22.4
Common Stockholders' Equity and Preferred Securities - Narrative (Details) - USD ($)
$ / shares in Units, $ in Millions
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2022
Mar. 31, 2021
Class of Warrant or Right [Line Items]      
Common stock reserved for future issuance (in shares)   4,600,000  
Junior preferred stock outstanding (in shares)   2  
Junior preferred stock par value per share (in dollars per share)   $ 0.01  
Preferred stock authorized to issue (in shares)   250,000,000  
2021 ATM Offering      
Class of Warrant or Right [Line Items]      
Number of shares issuable under Equity Distribution Agreement (up to) (in shares)     37,000,000
Sale of common stock (in shares) 4,000,000    
Share price (in dollars per share) $ 57.50    
Proceeds from the issuance of common stock $ 250    
XML 135 R51.htm IDEA: XBRL DOCUMENT v3.22.4
Earnings (Loss) Per Share (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Earnings Per Share [Abstract]      
Earnings (loss) available to common stockholders $ 737 $ (1,964) $ (7,069)
Basic weighted-average shares outstanding (in shares) 326.4 321.9 279.4
Dilutive effect of employee stock awards (in shares) 2.2 0.0 0.0
Dilutive effect of stock warrants (in shares) 1.5 0.0 0.0
Diluted weighted-average shares outstanding (in shares) 330.1 321.9 279.4
Earnings (loss) per share, basic (in dollars per share) $ 2.26 $ (6.10) $ (25.30)
Earnings (loss) per share, diluted (in dollars per share) $ 2.23 $ (6.10) $ (25.30)
Stock warrants      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Potentially dilutive securities (in shares) 3.5 0.9 0.0
Employee stock awards      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Potentially dilutive securities (in shares) 0.7 0.7 1.0
XML 136 R52.htm IDEA: XBRL DOCUMENT v3.22.4
Share-Based Compensation Plans - Narrative (Details) - USD ($)
$ / shares in Units, $ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Fair value of RSUs and restricted stock vested in period $ 274 $ 104 $ 87
Stock option awards outstanding (in shares) 700,000    
Stock option awards exercisable (in shares) 400,000    
Weighted-average exercise price of stock options outstanding (in dollars per share) $ 82.12    
Weighted-average exercise price of stock options exercisable (in dollars per share) $ 59.58    
Weighted average remaining contractual lives of stock options outstanding 4 years 3 months 18 days    
Weighted average remaining contractual lives of stock options exercisable 2 years 3 months 18 days    
Intrinsic value of stock options outstanding $ 0    
Intrinsic value of stock options exercisable $ 0    
RSUs      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Awards granted (in shares) 2,400,000    
Number of days used to compute performance period average closing price of restricted stock units 20 days    
Liabilities related to share based payments $ 3    
Payment related to share-based liabilities $ 7 $ 29 $ 26
Time-Vested RSUs      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Awards granted (in shares) 2,000,000    
Performance-Based RSUs      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Awards granted (in shares) 400,000    
Award vesting period 3 years    
Stock Options      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Stock options granted (in shares) 0 0 0
XML 137 R53.htm IDEA: XBRL DOCUMENT v3.22.4
Share-Based Compensation Plans - Information Related to Share-Based Compensation Plan Cost (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Compensation cost $ 89 $ 238 $ 108
RSUs      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Compensation cost 87 236 106
Stock options      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Compensation cost $ 2 $ 2 $ 2
XML 138 R54.htm IDEA: XBRL DOCUMENT v3.22.4
Share-Based Compensation Plans - Summary of Unearned Compensation and Weighted-Average Remaining Period to Recognize Costs (Details)
$ in Millions
 12 Months Ended
Dec. 31, 2022
USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Unearned Compensation $ 47
RSUs  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Unearned Compensation $ 43
Weighted-Average Remaining Period (in years) 1 year 7 months 6 days
Stock options  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Unearned Compensation $ 4
Weighted-Average Remaining Period (in years) 3 years 3 months 18 days
XML 139 R55.htm IDEA: XBRL DOCUMENT v3.22.4
Share-Based Compensation Plans - Summary of RSU and Restricted Stock Activity (Details) - $ / shares
shares in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Liability Awards - RSUs      
Awards      
Outstanding (in shares) 0.2 0.4 0.6
Granted (in shares) 0.1 0.4 0.1
Additional issuance due to achievement of performance metrics 0.0    
Vested (in shares) (0.2) (0.6) (0.3)
Forfeited (in shares) 0.0 0.0 0.0
Outstanding (in shares) 0.1 0.2 0.4
Equity Awards - RSUs      
Awards      
Outstanding (in shares) 4.4 3.2 2.0
Granted (in shares) 2.3 2.9 2.4
Additional issuance due to achievement of performance metrics 1.6    
Vested (in shares) (4.8) (1.5) (0.8)
Forfeited (in shares) (0.2) (0.2) (0.4)
Outstanding (in shares) 3.3 4.4 3.2
Weighted- Average Grant Price      
Outstanding (in dollars per share) $ 53.63 $ 53.41 $ 78.03
Granted (in dollars per share) 31.96 52.18 40.80
Additional issuance due to achievement of performance metrics (in dollars per share) 58.17    
Vested (in dollars per share) 56.00 51.35 74.54
Forfeited (in dollars per share) 53.03 46.77 54.21
Outstanding (in dollars per share) $ 37.88 $ 53.63 $ 53.41
XML 140 R56.htm IDEA: XBRL DOCUMENT v3.22.4
Accumulated Other Comprehensive Income (Loss) - Components of the Company's AOCI (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
AOCI Attributable to Parent, Net of Tax [Roll Forward]      
Balance, deferred taxes $ (95) $ (39) $ (160)
Balance 5,029 5,960 11,531
Change in value, deferred tax (321) (53) 221
Change in value 1,118 184 (772)
Amounts reclassified to earnings, deferred taxes 0 (3) (100)
Amounts reclassified to earnings (1) 13 351
Balance, deferred taxes (416) (95) (39)
Balance 6,896 5,029 5,960
Accumulated Other Comprehensive Income (Loss)      
AOCI Attributable to Parent, Net of Tax [Roll Forward]      
Balance (942) (1,139) (718)
Balance 175 (942) (1,139)
Deferred income tax expense 285    
Pension and Other Postretirement Liabilities      
AOCI Attributable to Parent, Net of Tax [Roll Forward]      
Balance, before tax (847) (1,102) (560)
Change in value, before tax 1,474 239 (993)
Amounts reclassified to earnings, before tax (1) 16 451
Balance, before tax 626 (847) (1,102)
Investments and Other      
AOCI Attributable to Parent, Net of Tax [Roll Forward]      
Balance, before tax 0 2 2
Change in value, before tax (35) (2) 0
Amounts reclassified to earnings, before tax 0 0 0
Balance, before tax $ (35) $ 0 $ 2
XML 141 R57.htm IDEA: XBRL DOCUMENT v3.22.4
Income Taxes - Income Tax Provision (Benefit) Differed from Amounts Computed at the Statutory Federal Income Tax Rate and Significant Components (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Income Taxes [Line Items]      
Income tax provision (benefit) at statutory rate $ 208 $ (537) $ (1,852)
State income tax provision (benefit), net of federal income tax benefit 13 (34) (110)
Nondeductible employee meals 12 7 5
Nondeductible transportation fringe benefit 10 8 7
Valuation allowance (10) (38) 197
Other, net 20 1 0
Income tax expense (benefit) 253 (593) (1,753)
Current 5 (10) (12)
Deferred 248 (583) (1,741)
United Airlines, Inc.      
Income Taxes [Line Items]      
Income tax expense (benefit) 253 (593) (1,753)
Deferred $ 248 $ (583) $ (1,741)
XML 142 R58.htm IDEA: XBRL DOCUMENT v3.22.4
Income Taxes - Temporary Differences and Carryforwards Giving Rise to Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Deferred income tax asset (liability):    
Federal and state net operating loss ("NOL") carryforwards $ 2,932 $ 2,229
Deferred revenue 1,783 2,349
Employee benefits, including pension, postretirement and medical 606 986
Operating lease liabilities 1,118 1,272
Other financing liabilities 141 327
Interest expense carryforward 510 0
Other 576 535
Less: Valuation allowance (199) (210)
Total deferred tax assets 7,467 7,488
Depreciation (5,844) (5,122)
Operating lease right-of-use asset (881) (1,051)
Intangibles (651) (656)
Total deferred tax liabilities (7,376) (6,829)
Net deferred tax asset 91 659
United Airlines, Inc.    
Deferred income tax asset (liability):    
Federal and state net operating loss ("NOL") carryforwards 2,903 2,201
Deferred revenue 1,783 2,349
Employee benefits, including pension, postretirement and medical 606 986
Operating lease liabilities 1,118 1,272
Other financing liabilities 141 327
Interest expense carryforward 510 0
Other 576 535
Less: Valuation allowance (199) (210)
Total deferred tax assets 7,438 7,460
Depreciation (5,844) (5,122)
Operating lease right-of-use asset (881) (1,051)
Intangibles (651) (656)
Total deferred tax liabilities (7,376) (6,829)
Net deferred tax asset $ 62 $ 631
XML 143 R59.htm IDEA: XBRL DOCUMENT v3.22.4
Income Taxes - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Income Taxes [Line Items]      
Capital loss carryforwards, valuation allowance $ 175    
Unrecognized tax benefits 58 $ 55 $ 57
Unrecognized tax benefits that would impact effective tax rate if recognized 58    
Federal      
Income Taxes [Line Items]      
NOL carryforwards 13,200    
Tax effected amount of NOLs 2,800    
Tax credits 44    
Deferred tax asset, portion to be utilized against deferred tax liabilities 6,700    
Deferred tax asset, portion to be utilized against future taxable income 800    
Federal | United Airlines, Inc.      
Income Taxes [Line Items]      
NOL carryforwards 13,200    
Tax effected amount of NOLs 2,800    
NOLs without an expiration date $ 11,600    
Federal | Minimum      
Income Taxes [Line Items]      
Tax credit expiration period 1 year    
Federal | Maximum      
Income Taxes [Line Items]      
Tax credit expiration period 20 years    
Federal | 2026 | United Airlines, Inc.      
Income Taxes [Line Items]      
NOL carryforwards $ 100    
Federal | 2028 | United Airlines, Inc.      
Income Taxes [Line Items]      
NOL carryforwards 500    
Federal | 2029 | United Airlines, Inc.      
Income Taxes [Line Items]      
NOL carryforwards 400    
Federal | 2032 | United Airlines, Inc.      
Income Taxes [Line Items]      
NOL carryforwards 200    
Federal | 2033 | United Airlines, Inc.      
Income Taxes [Line Items]      
NOL carryforwards 400    
State      
Income Taxes [Line Items]      
Tax credits 45    
NOL and tax credit carryforwards, valuation allowance 24    
State | United Airlines, Inc.      
Income Taxes [Line Items]      
NOL carryforwards 3,900    
Tax effected amount of NOLs $ 200    
State | Minimum      
Income Taxes [Line Items]      
Tax credit expiration period 1 year    
State | Minimum | United Airlines, Inc.      
Income Taxes [Line Items]      
NOL expiration period 1 year    
State | Maximum      
Income Taxes [Line Items]      
Tax credit expiration period 15 years    
State | Maximum | United Airlines, Inc.      
Income Taxes [Line Items]      
NOL expiration period 20 years    
XML 144 R60.htm IDEA: XBRL DOCUMENT v3.22.4
Pension and Other Postretirement Plans - Narrative (Details)
 3 Months Ended 12 Months Ended
Mar. 31, 2021
USD ($)
Dec. 31, 2022
USD ($)
plan
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Defined Benefit Plans And Defined Contribution Plans Disclosures [Line Items]        
Number of defined benefit pension plans | plan   2    
Profit sharing and payroll tax expense   $ 133,000,000 $ 0 $ 0
Minimum        
Defined Benefit Plans And Defined Contribution Plans Disclosures [Line Items]        
Percentage of pre-tax earnings paid for profit sharing plan   5.00%    
Maximum        
Defined Benefit Plans And Defined Contribution Plans Disclosures [Line Items]        
Percentage of pre-tax earnings paid for profit sharing plan   20.00%    
IAM National Pension Plan        
Defined Benefit Plans And Defined Contribution Plans Disclosures [Line Items]        
Multi-employer plan contributions     507,000,000  
United Airlines, Inc.        
Defined Benefit Plans And Defined Contribution Plans Disclosures [Line Items]        
Expense for defined contribution plans   $ 756,000,000 651,000,000 687,000,000
United Airlines, Inc. | Minimum        
Defined Benefit Plans And Defined Contribution Plans Disclosures [Line Items]        
Employer contribution percentage   1.00%    
United Airlines, Inc. | Maximum        
Defined Benefit Plans And Defined Contribution Plans Disclosures [Line Items]        
Employer contribution percentage   16.00%    
Other Postretirement Benefits        
Defined Benefit Plans And Defined Contribution Plans Disclosures [Line Items]        
Special termination benefits   $ 0 (31,000,000) (201,000,000)
Expected employer contributions to pension and postretirement plans   113,000,000    
Pension Benefits        
Defined Benefit Plans And Defined Contribution Plans Disclosures [Line Items]        
Special termination benefits   $ 0 0 (54,000,000)
Settlement losses       $ (430,000,000)
Employee Separation | Voluntary Separation Leave Programs        
Defined Benefit Plans And Defined Contribution Plans Disclosures [Line Items]        
Special termination benefits     31,000,000  
Employee Separation | Voluntary Separation Leave Programs | Full-Time Employees        
Defined Benefit Plans And Defined Contribution Plans Disclosures [Line Items]        
Restructuring programs, one-time contribution per employee $ 125,000   125,000  
Employee Separation | Voluntary Separation Leave Programs | Part-Time Employees        
Defined Benefit Plans And Defined Contribution Plans Disclosures [Line Items]        
Restructuring programs, one-time contribution per employee $ 75,000   $ 75,000  
XML 145 R61.htm IDEA: XBRL DOCUMENT v3.22.4
Pension and Other Postretirement Plans - Reconciliation of the Change in Benefit Obligation and Plan Asset, Funded Status and Amounts Recognized in the Financial Statements (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pension Benefits      
Defined Benefit Plan Disclosure [Line Items]      
Accumulated benefit obligation $ 3,596 $ 5,496  
Change in projected benefit obligation:      
Projected benefit obligation at beginning of year 6,473 6,525  
Service cost 204 239 $ 216
Interest cost 188 184 209
Actuarial (gain) loss (2,186) (188)  
Benefits paid (464) (263)  
Curtailment 0 (12)  
Other (34) (12)  
Projected benefit obligation at end of year 4,181 6,473 6,525
Change in plan assets:      
Fair value of plan assets at beginning of year 4,626 4,069  
Actual income (loss) on plan assets (678) 437  
Employer contributions 8 387  
Benefits paid (464) (263)  
Other (25) (4)  
Fair value of plan assets at end of year 3,467 4,626 4,069
Funded status—Net amount recognized (714) (1,847)  
Amounts recognized in the consolidated balance sheets consist of:      
Noncurrent asset 44 75  
Current liability (11) (2)  
Noncurrent liability (747) (1,920)  
Total liability (714) (1,847)  
Amounts recognized in accumulated other comprehensive income ( loss) consist of:      
Net actuarial loss (77) (1,406)  
Prior service cost (1) (1)  
Total accumulated other comprehensive loss (78) (1,407)  
Other Postretirement Benefits      
Change in projected benefit obligation:      
Projected benefit obligation at beginning of year 1,129 1,082  
Service cost 9 10 10
Interest cost 30 25 28
Plan participants' contributions 69 66  
Actuarial (gain) loss (270) 114  
Benefits paid (179) (199)  
Special termination benefit 0 31  
Projected benefit obligation at end of year 788 1,129 1,082
Change in plan assets:      
Fair value of plan assets at beginning of year 49 51  
Actual income (loss) on plan assets 1 1  
Employer contributions 108 130  
Plan participants' contributions 69 66  
Benefits paid (179) (199)  
Fair value of plan assets at end of year 48 49 $ 51
Funded status—Net amount recognized (740) (1,080)  
Amounts recognized in the consolidated balance sheets consist of:      
Current liability (69) (80)  
Noncurrent liability (671) (1,000)  
Total liability (740) (1,080)  
Amounts recognized in accumulated other comprehensive income ( loss) consist of:      
Net actuarial loss 369 113  
Prior service cost 335 447  
Total accumulated other comprehensive loss $ 704 $ 560  
XML 146 R62.htm IDEA: XBRL DOCUMENT v3.22.4
Pension and Other Postretirement Plans - Accumulated Benefit Obligation and Projected Benefit Obligation in Excess of Plan Assets (Details) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Retirement Benefits [Abstract]    
Projected benefit obligation $ 4,045 $ 6,231
Accumulated benefit obligation 3,461 5,255
Fair value of plan assets $ 3,287 $ 4,309
XML 147 R63.htm IDEA: XBRL DOCUMENT v3.22.4
Pension and Other Postretirement Plans - Components of Net Periodic Benefit Cost (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pension Benefits        
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]        
Service cost   $ 204 $ 239 $ 216
Interest cost   188 184 209
Expected return on plan assets   (306) (283) (328)
Amortization of unrecognized actuarial (gain) loss   120 170 162
Amortization of prior service credits   0 0 0
Settlement loss - Voluntary Programs   0 0 430
Special termination benefits - Voluntary Programs   0 0 54
Curtailment   0 (8) 1
Other   5 5 22
Net periodic benefit cost (credit)   211 307 766
Pension Benefits | Forecast        
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]        
Net periodic benefit cost (credit) $ 97      
Other Postretirement Benefits        
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]        
Service cost   9 10 10
Interest cost   30 25 28
Expected return on plan assets   (1) (1) (1)
Amortization of unrecognized actuarial (gain) loss   (14) (28) (40)
Amortization of prior service credits   (112) (123) (124)
Settlement loss - Voluntary Programs   0 0 0
Special termination benefits - Voluntary Programs   0 31 201
Curtailment   0 0 0
Other   0 0 0
Net periodic benefit cost (credit)   $ (88) $ (86) $ 74
Other Postretirement Benefits | Forecast        
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]        
Net periodic benefit cost (credit) $ (105)      
XML 148 R64.htm IDEA: XBRL DOCUMENT v3.22.4
Pension and Other Postretirement Plans - Assumptions Used for Benefit Plans (Details)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Pension Benefits    
Assumptions used to determine benefit obligations    
Discount rate 5.20% 2.90%
Rate of compensation increase 3.83% 3.83%
Assumptions used to determine net expense    
Discount rate 2.90% 2.72%
Expected return on plan assets 7.16% 7.28%
Rate of compensation increase 3.83% 3.88%
Other Postretirement Benefits    
Assumptions used to determine benefit obligations    
Discount rate 5.66% 2.82%
Assumptions used to determine net expense    
Discount rate 2.82% 2.43%
Expected return on plan assets 3.00% 3.00%
Health care cost trend rate assumed for next year 5.60% 5.70%
Rate to which the cost trend rate is assumed to decline (ultimate trend rate in 2033) 4.50% 4.50%
XML 149 R65.htm IDEA: XBRL DOCUMENT v3.22.4
Pension and Other Postretirement Plans - Allocation of Plan Assets (Details) - United Airlines, Inc.
 12 Months Ended
Dec. 31, 2022
Equity securities  
Defined Benefit Plan Disclosure [Line Items]  
Expected Long-Term Rate of Return 9.00%
Equity securities | Minimum  
Defined Benefit Plan Disclosure [Line Items]  
 Percent of Total 25.00%
Equity securities | Maximum  
Defined Benefit Plan Disclosure [Line Items]  
 Percent of Total 40.00%
Fixed-income securities  
Defined Benefit Plan Disclosure [Line Items]  
Expected Long-Term Rate of Return 8.00%
Fixed-income securities | Minimum  
Defined Benefit Plan Disclosure [Line Items]  
 Percent of Total 40.00%
Fixed-income securities | Maximum  
Defined Benefit Plan Disclosure [Line Items]  
 Percent of Total 55.00%
Alternatives  
Defined Benefit Plan Disclosure [Line Items]  
Expected Long-Term Rate of Return 7.00%
Alternatives | Minimum  
Defined Benefit Plan Disclosure [Line Items]  
 Percent of Total 15.00%
Alternatives | Maximum  
Defined Benefit Plan Disclosure [Line Items]  
 Percent of Total 25.00%
XML 150 R66.htm IDEA: XBRL DOCUMENT v3.22.4
Pension and Other Postretirement Plans - Change in Assumption of Benefit Obligation (Details)
$ in Millions
 12 Months Ended
Dec. 31, 2022
USD ($)
Pension Benefits  
Schedule Of Defined Benefit Plans And Defined Contribution Plans Disclosures [Line Items]  
100 basis points decrease in the weighted average discount rate $ 813
100 basis points decrease in the weighted average discount rate 93
100 basis points decrease in the expected long-term rate of return on plan assets 33
Other Postretirement Benefits  
Schedule Of Defined Benefit Plans And Defined Contribution Plans Disclosures [Line Items]  
100 basis points decrease in the weighted average discount rate 50
100 basis points decrease in the weighted average discount rate 1
100 basis points decrease in the expected long-term rate of return on plan assets $ 0
XML 151 R67.htm IDEA: XBRL DOCUMENT v3.22.4
Pension and Other Postretirement Plans - Pension and Other Postretirement Plan Assets (Details) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Level 3      
Defined Benefit Plan, Plan Assets, Category [Line Items]      
Fair value of plan assets $ 333 $ 435 $ 401
Pension Benefits      
Defined Benefit Plan, Plan Assets, Category [Line Items]      
Fair value of plan assets 3,467 4,626 4,069
Pension Benefits | Level 1      
Defined Benefit Plan, Plan Assets, Category [Line Items]      
Fair value of plan assets 64 179  
Pension Benefits | Level 2      
Defined Benefit Plan, Plan Assets, Category [Line Items]      
Fair value of plan assets 569 842  
Pension Benefits | Level 3      
Defined Benefit Plan, Plan Assets, Category [Line Items]      
Fair value of plan assets 285 386  
Pension Benefits | Assets Measured at NAV      
Defined Benefit Plan, Plan Assets, Category [Line Items]      
Fair value of plan assets 2,549 3,219  
Pension Benefits | Equity securities funds      
Defined Benefit Plan, Plan Assets, Category [Line Items]      
Fair value of plan assets 1,183 1,754  
Pension Benefits | Equity securities funds | Level 1      
Defined Benefit Plan, Plan Assets, Category [Line Items]      
Fair value of plan assets 58 71  
Pension Benefits | Equity securities funds | Level 2      
Defined Benefit Plan, Plan Assets, Category [Line Items]      
Fair value of plan assets 26 44  
Pension Benefits | Equity securities funds | Level 3      
Defined Benefit Plan, Plan Assets, Category [Line Items]      
Fair value of plan assets 114 147  
Pension Benefits | Equity securities funds | Assets Measured at NAV      
Defined Benefit Plan, Plan Assets, Category [Line Items]      
Fair value of plan assets 985 1,492  
Pension Benefits | Fixed-income securities      
Defined Benefit Plan, Plan Assets, Category [Line Items]      
Fair value of plan assets 1,316 1,850  
Pension Benefits | Fixed-income securities | Level 1      
Defined Benefit Plan, Plan Assets, Category [Line Items]      
Fair value of plan assets 0 0  
Pension Benefits | Fixed-income securities | Level 2      
Defined Benefit Plan, Plan Assets, Category [Line Items]      
Fair value of plan assets 527 739  
Pension Benefits | Fixed-income securities | Level 3      
Defined Benefit Plan, Plan Assets, Category [Line Items]      
Fair value of plan assets 5 15  
Pension Benefits | Fixed-income securities | Assets Measured at NAV      
Defined Benefit Plan, Plan Assets, Category [Line Items]      
Fair value of plan assets 784 1,096  
Pension Benefits | Alternatives      
Defined Benefit Plan, Plan Assets, Category [Line Items]      
Fair value of plan assets 887 847  
Pension Benefits | Alternatives | Level 1      
Defined Benefit Plan, Plan Assets, Category [Line Items]      
Fair value of plan assets 0 0  
Pension Benefits | Alternatives | Level 2      
Defined Benefit Plan, Plan Assets, Category [Line Items]      
Fair value of plan assets 0 0  
Pension Benefits | Alternatives | Level 3      
Defined Benefit Plan, Plan Assets, Category [Line Items]      
Fair value of plan assets 161 216  
Pension Benefits | Alternatives | Assets Measured at NAV      
Defined Benefit Plan, Plan Assets, Category [Line Items]      
Fair value of plan assets 726 631  
Pension Benefits | Other investments      
Defined Benefit Plan, Plan Assets, Category [Line Items]      
Fair value of plan assets 81 175  
Pension Benefits | Other investments | Level 1      
Defined Benefit Plan, Plan Assets, Category [Line Items]      
Fair value of plan assets 6 108  
Pension Benefits | Other investments | Level 2      
Defined Benefit Plan, Plan Assets, Category [Line Items]      
Fair value of plan assets 16 59  
Pension Benefits | Other investments | Level 3      
Defined Benefit Plan, Plan Assets, Category [Line Items]      
Fair value of plan assets 5 8  
Pension Benefits | Other investments | Assets Measured at NAV      
Defined Benefit Plan, Plan Assets, Category [Line Items]      
Fair value of plan assets 54 0  
Other Postretirement Benefits      
Defined Benefit Plan, Plan Assets, Category [Line Items]      
Fair value of plan assets 48 49 $ 51
Other Postretirement Benefits | Deposit administration fund      
Defined Benefit Plan, Plan Assets, Category [Line Items]      
Fair value of plan assets 48 49  
Other Postretirement Benefits | Deposit administration fund | Level 1      
Defined Benefit Plan, Plan Assets, Category [Line Items]      
Fair value of plan assets 0 0  
Other Postretirement Benefits | Deposit administration fund | Level 2      
Defined Benefit Plan, Plan Assets, Category [Line Items]      
Fair value of plan assets 0 0  
Other Postretirement Benefits | Deposit administration fund | Level 3      
Defined Benefit Plan, Plan Assets, Category [Line Items]      
Fair value of plan assets 48 49  
Other Postretirement Benefits | Deposit administration fund | Assets Measured at NAV      
Defined Benefit Plan, Plan Assets, Category [Line Items]      
Fair value of plan assets $ 0 $ 0  
XML 152 R68.htm IDEA: XBRL DOCUMENT v3.22.4
Pension and Other Postretirement Plans - Defined Benefit Plan Assets Measured at Fair Value Using Unobservable Inputs (Details) - Level 3 - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward]    
Fair value of plan assets at beginning of year $ 435 $ 401
Actual income (loss) on plan assets:    
Sold during the year 34 2
Held at year end (39) 48
Purchases, sales, issuances and settlements (net) (97) (16)
Fair value of plan assets at end of year $ 333 $ 435
XML 153 R69.htm IDEA: XBRL DOCUMENT v3.22.4
Pension and Other Postretirement Plans - Estimated Future Benefit Payments (Details)
$ in Millions
Dec. 31, 2022
USD ($)
Pension  
Pension and Other Postretirement  
2023 $ 255
2024 253
2025 282
2026 304
2027 323
Years 2028 – 2032 1,776
Other Postretirement  
Pension and Other Postretirement  
2023 120
2024 109
2025 94
2026 86
2027 78
Years 2028 – 2032 $ 293
XML 154 R70.htm IDEA: XBRL DOCUMENT v3.22.4
Pension and Other Postretirement Plans - Participation in the IAM National Pension Plan (Details) - IAM National Pension Plan - Pension Benefits - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Jan. 01, 2021
Multiemployer Plans [Line Items]        
Plan length 10 years      
Additional contribution as a percentage of the hourly contribution rate 0.025%      
Surcharge imposed No      
United Airlines, Inc.        
Multiemployer Plans [Line Items]        
Funded percentage       83.70%
Contributions $ 75 $ 58 $ 53  
XML 155 R71.htm IDEA: XBRL DOCUMENT v3.22.4
Fair Value Measurements, Investments and Notes Receivable - Fair Value of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Measured on a Recurring Basis - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents $ 7,166 $ 18,283
Restricted cash - current 45 37
Restricted cash - non-current 210 213
Equity securities 189 229
U.S. government and agency notes    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-term investments 8,914 2
Asset-backed securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-term investments 325 26
Corporate debt    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-term investments 9 95
Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents 7,166 18,283
Restricted cash - current 45 37
Restricted cash - non-current 210 213
Equity securities 189 229
Level 1 | U.S. government and agency notes    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-term investments 0 0
Level 1 | Asset-backed securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-term investments 0 0
Level 1 | Corporate debt    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-term investments 0 0
Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents 0 0
Restricted cash - current 0 0
Restricted cash - non-current 0 0
Equity securities 0 0
Level 2 | U.S. government and agency notes    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-term investments 8,914 2
Level 2 | Asset-backed securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-term investments 325 26
Level 2 | Corporate debt    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-term investments 9 95
Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents 0 0
Restricted cash - current 0 0
Restricted cash - non-current 0 0
Equity securities 0 0
Level 3 | U.S. government and agency notes    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-term investments 0 0
Level 3 | Asset-backed securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-term investments 0 0
Level 3 | Corporate debt    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-term investments $ 0 $ 0
XML 156 R72.htm IDEA: XBRL DOCUMENT v3.22.4
Fair Value Measurements, Investments and Notes Receivable - Carrying Amounts and Estimated Fair Values of Financial Instruments (Details) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Carrying Amount    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Long-term debt, carrying amount $ 31,194 $ 33,363
Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Long-term debt, fair value 29,371 34,550
Fair Value | Level 1    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Long-term debt, fair value 0 0
Fair Value | Level 2    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Long-term debt, fair value 23,990 29,088
Fair Value | Level 3    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Long-term debt, fair value $ 5,381 $ 5,462
XML 157 R73.htm IDEA: XBRL DOCUMENT v3.22.4
Fair Value Measurements, Investments and Notes Receivable - Narrative (Details)
$ in Millions
 1 Months Ended 12 Months Ended
Jan. 31, 2023
aircraft
Dec. 31, 2022
USD ($)
aircraft
regional_carrier
Fair Value [Line Items]    
Number of regional carriers | regional_carrier   3
Investments in securities accounted for under the equity method | $   $ 188
Carrying amount of loan receivable | $   $ 101
Champlain    
Fair Value [Line Items]    
Number of regional aircraft   63
Republic    
Fair Value [Line Items]    
Number of regional aircraft   66
Champlain    
Fair Value [Line Items]    
Ownership stake   40.00%
Republic    
Fair Value [Line Items]    
Ownership stake   19.00%
Mesa Air Group, Inc. | Subsequent Event    
Fair Value [Line Items]    
Number of regional aircraft 63  
Ownership stake 10.00%  
Potential number of aircraft operated 80  
Fulcrum BioEnergy, Inc., Boom, Alder Fuels LLC, Heart Aerospace Incorporated and ZeroAvia, Inc.    
Fair Value [Line Items]    
Carrying value of other investment | $   $ 434
XML 158 R74.htm IDEA: XBRL DOCUMENT v3.22.4
Debt - Summary of Long-Term Debt (Details) - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Debt Instrument [Line Items]    
Long term debt $ 31,580,000,000 $ 33,876,000,000
Less: unamortized debt discount, premiums and debt issuance costs (386,000,000) (513,000,000)
Less: current portion of long-term debt (2,911,000,000) (3,002,000,000)
Long-term debt, net $ 28,283,000,000 30,361,000,000
Secured Debt | Minimum    
Debt Instrument [Line Items]    
Fixed interest rate 4.00%  
Secured Debt | Maximum    
Debt Instrument [Line Items]    
Fixed interest rate 5.90%  
Secured Debt | Aircraft notes    
Debt Instrument [Line Items]    
Long term debt $ 12,262,000,000 $ 13,293,000,000
Secured Debt | Aircraft notes | Minimum    
Debt Instrument [Line Items]    
Fixed interest rate 2.70%  
Secured Debt | Aircraft notes | Maximum    
Debt Instrument [Line Items]    
Fixed interest rate 6.48%  
Secured Debt | Aircraft notes | LIBOR | Minimum    
Debt Instrument [Line Items]    
Basis spread on variable rate 0.49% 0.49%
Secured Debt | Aircraft notes | LIBOR | Maximum    
Debt Instrument [Line Items]    
Basis spread on variable rate 2.25% 2.25%
Secured Debt | MileagePlus Senior Secured Notes    
Debt Instrument [Line Items]    
Fixed interest rate 6.50%  
Long term debt $ 3,420,000,000 $ 3,800,000,000
Secured Debt | MileagePlus Term Loan Facility    
Debt Instrument [Line Items]    
Fixed interest rate 10.00%  
Long term debt $ 2,700,000,000 $ 3,000,000,000
Secured Debt | MileagePlus Term Loan Facility | LIBOR | Maximum    
Debt Instrument [Line Items]    
Basis spread on variable rate 5.25% 5.25%
Secured Debt | 2026 and 2029 Notes    
Debt Instrument [Line Items]    
Long term debt $ 4,000,000,000 $ 4,000,000,000
Secured Debt | 2026 and 2029 Notes | Minimum    
Debt Instrument [Line Items]    
Fixed interest rate 4.38%  
Secured Debt | 2026 and 2029 Notes | Maximum    
Debt Instrument [Line Items]    
Fixed interest rate 4.63%  
Secured Debt | 2021 Term Loans    
Debt Instrument [Line Items]    
Fixed interest rate 8.11%  
Long term debt $ 4,913,000,000 $ 4,963,000,000
Secured Debt | 2021 Term Loans | LIBOR | Minimum    
Debt Instrument [Line Items]    
Basis spread on variable rate 3.75% 3.75%
Unsecured    
Debt Instrument [Line Items]    
Fixed interest rate 4.25%  
Unsecured | Notes    
Debt Instrument [Line Items]    
Long term debt $ 596,000,000 $ 1,041,000,000
Unsecured | Notes | Minimum    
Debt Instrument [Line Items]    
Fixed interest rate 4.88%  
Unsecured | Notes | Maximum    
Debt Instrument [Line Items]    
Fixed interest rate 5.00%  
Unsecured | Other unsecured debt    
Debt Instrument [Line Items]    
Long term debt $ 508,000,000 $ 598,000,000
Unsecured | Other unsecured debt | Minimum    
Debt Instrument [Line Items]    
Fixed interest rate 0.00%  
Unsecured | Other unsecured debt | Maximum    
Debt Instrument [Line Items]    
Fixed interest rate 5.75%  
Unsecured | PSP Notes    
Debt Instrument [Line Items]    
Fixed interest rate 1.00%  
Long term debt $ 3,181,000,000  
Aggregate principal amount $ 1,500,000,000  
Unsecured | PSP Notes | SOFR    
Debt Instrument [Line Items]    
Basis spread on variable rate 2.00%  
Unsecured | Payroll Support Program (PSP1) Note    
Debt Instrument [Line Items]    
Term of debt 10 years  
Aggregate principal amount $ 900,000,000  
Unsecured | PSP3 Note    
Debt Instrument [Line Items]    
Aggregate principal amount $ 800,000,000  
XML 159 R75.htm IDEA: XBRL DOCUMENT v3.22.4
Debt - Contractual Principal Payments under Outstanding Long-Term Debt Agreements (Details) - UAL and United
$ in Millions
Dec. 31, 2022
USD ($)
Debt Instrument [Line Items]  
2023 $ 2,911
2024 3,938
2025 3,392
2026 5,185
2027 2,405
After 2027 13,749
Long-term debt $ 31,580
XML 160 R76.htm IDEA: XBRL DOCUMENT v3.22.4
Debt - Narrative (Details) - Secured Debt - USD ($)
 12 Months Ended
Dec. 31, 2022
Apr. 21, 2021
Debt Instrument [Line Items]    
Proceeds from issuance of debt $ 752,000,000  
Minimum    
Debt Instrument [Line Items]    
Stated interest rate 4.00%  
Maximum    
Debt Instrument [Line Items]    
Stated interest rate 5.90%  
Revolving Credit Facility | United Airlines, Inc.    
Debt Instrument [Line Items]    
Available under revolving credit facility $ 1,750,000,000  
Term Loan B Facility due 2028    
Debt Instrument [Line Items]    
Aggregate principal amount   $ 5,000,000,000
XML 161 R77.htm IDEA: XBRL DOCUMENT v3.22.4
Debt - Summary of Collateral Covenants and Cross Default Provisions (Details) - Line of Credit
$ in Billions
Dec. 31, 2022
USD ($)
Credit Agreement  
Debt Instrument [Line Items]  
Unrestricted liquidity required for credit agreement $ 2.0
Minimum ratio of appraised value of collateral for Credit Agreement 1.6
2026 Notes and 2029 Notes  
Debt Instrument [Line Items]  
Minimum ratio of appraised value of collateral for Credit Agreement 1.6
Additional interest required if minimum ratio is not met, percent 2.00%
XML 162 R78.htm IDEA: XBRL DOCUMENT v3.22.4
Leases and Capacity Purchase Agreements - Components of Lease Cost (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Leases [Abstract]      
Operating lease cost $ 941 $ 958 $ 933
Variable and short-term lease cost 2,603 2,291 1,968
Amortization of finance lease assets 72 89 88
Interest on finance lease liabilities 13 16 16
Sublease income (33) (26) (23)
Total lease cost $ 3,596 $ 3,328 $ 2,982
XML 163 R79.htm IDEA: XBRL DOCUMENT v3.22.4
Leases and Capacity Purchase Agreements - Narrative (Details)
$ in Millions
 12 Months Ended
Dec. 31, 2022
USD ($)
aircraft
Dec. 31, 2021
USD ($)
aircraft
Dec. 31, 2020
USD ($)
Lessee, Lease, Description [Line Items]      
Additional leases that have not yet commenced | $ $ 3,000.0    
Lease terms of additional leases that have not yet commenced (up to) 12 years    
Boeing 737 Max      
Lessee, Lease, Description [Line Items]      
Number of aircraft acquired with exercised purchase options   6  
Capacity Purchase Agreements | CRJ-900      
Lessee, Lease, Description [Line Items]      
Initial term of operating leases 5 years    
Number of aircraft subject to embedded leases 38    
Cash Collateralized Letters of Credit | United Airlines, Inc.      
Lessee, Lease, Description [Line Items]      
Number of regional aircraft 470    
Mainline Aircraft      
Lessee, Lease, Description [Line Items]      
Number of aircraft subject to operating leases 99    
Number of aircraft subject to finance leases 26    
Mainline Aircraft | Minimum      
Lessee, Lease, Description [Line Items]      
Initial term of operating leases 1 month    
Mainline Aircraft | Maximum      
Lessee, Lease, Description [Line Items]      
Initial term of operating leases 12 years    
Regional Aircraft      
Lessee, Lease, Description [Line Items]      
Number of aircraft subject to operating leases 318    
Number of aircraft subject to finance leases 16    
Regional Aircraft | United Airlines, Inc. | Capacity Purchase Agreements      
Lessee, Lease, Description [Line Items]      
Expenses | $ $ 900.0 $ 600.0 $ 600.0
Notes receivables | $ $ 62.0 28.0  
Accounts payable | $   $ 102.0  
Non-Aircraft | Minimum      
Lessee, Lease, Description [Line Items]      
Initial term of operating leases 1 month    
Non-Aircraft | Maximum      
Lessee, Lease, Description [Line Items]      
Initial term of operating leases 30 years    
XML 164 R80.htm IDEA: XBRL DOCUMENT v3.22.4
Leases and Capacity Purchase Agreements - Summary of Scheduled Future Minimum Lease Payments under Operating and Finance Leases (Details) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Operating Leases    
2023 $ 851  
2024 736  
2025 616  
2026 597  
2027 779  
After 2027 3,190  
Minimum lease payments 6,769  
Imputed interest (1,749)  
Present value of minimum lease payments 5,020  
Less: current maturities of lease obligations (561) $ (556)
Long-term lease obligations 4,459 5,152
Finance Leases    
2023 114  
2024 45  
2025 39  
2026 17  
2027 10  
After 2027 18  
Minimum lease payments 243  
Imputed interest (24)  
Present value of minimum lease payments 219  
Less: current maturities of lease obligations (104) (76)
Long-term lease obligations $ 115 $ 219
XML 165 R81.htm IDEA: XBRL DOCUMENT v3.22.4
Leases and Capacity Purchase Agreements - Future Lease Payment under Terms of Capacity Purchase Agreement (Details) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Lessee, Lease, Description [Line Items]    
2023 $ 75  
2024 79  
2025 80  
2026 80  
2027 373  
After 2027 428  
Total 1,115  
Imputed interest (248)  
Less: current maturities of lease obligations (23) $ (834)
Other financial liabilities 844 $ 863
Capacity Purchase Agreements    
Lessee, Lease, Description [Line Items]    
2023 2,200  
2024 1,900  
2025 1,500  
2026 1,300  
2027 900  
After 2027 3,200  
Total $ 11,000  
XML 166 R82.htm IDEA: XBRL DOCUMENT v3.22.4
Leases and Capacity Purchase Agreements - Additional Information Related to Leases (Details)
Dec. 31, 2022
Dec. 31, 2021
Leases [Abstract]    
Weighted-average remaining lease term - operating leases 10 years 10 years
Weighted-average remaining lease term - finance leases 3 years 6 years
Weighted-average remaining lease term - other financial liabilities 9 years 13 years
Weighted-average discount rate - operating leases 5.50% 5.00%
Weighted-average discount rate - finance leases 6.40% 4.80%
Weighted-average interest rate - other financial liabilities 6.00% 6.00%
XML 167 R83.htm IDEA: XBRL DOCUMENT v3.22.4
Leases and Capacity Purchase Agreements - Supplemental Cash Flow Information Related to Leases (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Cash paid for amounts included in the measurement of lease liabilities:      
Operating cash flows for operating leases $ 919 $ 977 $ 788
Operating cash flows for finance leases 13 18 20
Financing cash flows for finance leases $ 124 $ 216 $ 66
XML 168 R84.htm IDEA: XBRL DOCUMENT v3.22.4
Variable Interest Entities ("VIE") (Details)
$ in Billions
Dec. 31, 2022
USD ($)
Tax-Exempt Special Facilities Revenue Bonds  
Variable Interest Entity [Line Items]  
Underlying debt and interest $ 2.0
XML 169 R85.htm IDEA: XBRL DOCUMENT v3.22.4
Commitments and Contingencies - Firm Commitments and Options to Purchase Aircraft (Details)
Dec. 31, 2022
aircraft_commitment
aircraft
787  
Long-term Purchase Commitment [Line Items]  
Number of Firm Commitments | aircraft_commitment 102
Number Of Aircrafts Expected To Take Delivery [Abstract]  
2023 2
2024 8
After 2024 92
737 MAX  
Long-term Purchase Commitment [Line Items]  
Number of Firm Commitments | aircraft_commitment 433
Number Of Aircrafts Expected To Take Delivery [Abstract]  
2023 135
2024 88
After 2024 210
A321neo  
Long-term Purchase Commitment [Line Items]  
Number of Firm Commitments | aircraft_commitment 70
Number Of Aircrafts Expected To Take Delivery [Abstract]  
2023 12
2024 31
After 2024 27
A321XLR  
Long-term Purchase Commitment [Line Items]  
Number of Firm Commitments | aircraft_commitment 50
Number Of Aircrafts Expected To Take Delivery [Abstract]  
2023 0
2024 0
After 2024 50
A350  
Long-term Purchase Commitment [Line Items]  
Number of Firm Commitments | aircraft_commitment 45
Number Of Aircrafts Expected To Take Delivery [Abstract]  
2023 0
2024 0
After 2024 45
XML 170 R86.htm IDEA: XBRL DOCUMENT v3.22.4
Commitments and Contingencies - Narrative (Details)
 12 Months Ended
Dec. 31, 2022
USD ($)
employee
technician
option
aircraft
Jul. 21, 2022
aircraft
Commitments and Contingencies [Line Items]    
Loss contingency, loss in period $ 94,000,000  
Aggregate balance $ 1,115,000,000  
Number of call options to purchase regional jet aircraft | option 255  
A321neo    
Commitments and Contingencies [Line Items]    
Number of aircrafts expected to take delivery that are delayed | aircraft   8
Boeing 737 Max    
Commitments and Contingencies [Line Items]    
Number of aircrafts expected to take delivery that are delayed | aircraft 37  
B-737-Max    
Commitments and Contingencies [Line Items]    
Number of aircrafts expected to take delivery that are delayed | aircraft   6
United Airlines, Inc.    
Commitments and Contingencies [Line Items]    
Number of employees | employee 92,800  
Percentage of employees represented by various U.S. labor organizations 84.00%  
Labor negotiations, length of contract extension 2 years  
Number of technicians | technician 8,000  
Bargaining on successor agreement, term 1 year  
United Airlines, Inc. | Surety Bonds    
Commitments and Contingencies [Line Items]    
Contingent liabilities based on participation $ 377,000,000  
Tax-Exempt Special Facilities Revenue Bonds    
Commitments and Contingencies [Line Items]    
Guarantor obligations, maximum exposure 2,000,000,000  
Tax-Exempt Special Facilities Revenue Bonds | Indirect Guarantee of Indebtedness    
Commitments and Contingencies [Line Items]    
Guarantor obligations, maximum exposure 400,000,000  
Contingent liabilities based on participation 2,500,000,000  
Aircraft Mortgage Debt    
Commitments and Contingencies [Line Items]    
Guarantor obligations, maximum exposure 92,000,000  
Floating Rate Debt    
Commitments and Contingencies [Line Items]    
Aggregate principal amount $ 12,900,000,000  
Debt instrument, remaining terms 12 years  
Loans And Leases From Non U S Entities    
Commitments and Contingencies [Line Items]    
Debt instrument, remaining terms 12 years  
Aggregate balance $ 9,800,000,000  
XML 171 R87.htm IDEA: XBRL DOCUMENT v3.22.4
Commitments and Contingencies - Summary of Commitments Related to the Acquisition of Aircraft (Details)
$ in Billions
Dec. 31, 2022
USD ($)
Commitments and Contingencies Disclosure [Abstract]  
2023 $ 10.2
2024 8.0
2025 7.8
2026 5.9
2027 5.0
After 2027 16.6
Total $ 53.5
XML 172 R88.htm IDEA: XBRL DOCUMENT v3.22.4
Special Charges (Credits) - Components of Special Charges (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Operating:      
CARES Act grant $ 0 $ (4,021) $ (3,536)
Severance and benefit costs 0 438 575
Impairment of assets 0 97 318
(Gains) losses on sale of assets and other special charges 140 119 27
Total operating special charges (credits) 140 (3,367) (2,616)
Nonoperating unrealized (gains) losses on investments, net (20) 34 194
Nonoperating debt extinguishment and modification fees 7 50 0
Nonoperating special termination benefits and settlement losses 0 31 687
Nonoperating credit loss on BRW Term Loan and related guarantee 0 0 697
Total nonoperating special charges and unrealized (gains) losses on investments, net (13) 115 1,578
Total operating and nonoperating special charges (credits) and unrealized (gains) losses on investments, net 127 (3,252) (1,038)
Income tax expense (benefit), net of valuation allowance (33) 728 404
Total operating and nonoperating special charges (credits) and unrealized (gains) losses on investments, net of income taxes $ 94 $ (2,524) $ (634)
XML 173 R89.htm IDEA: XBRL DOCUMENT v3.22.4
Special Charges (Credits) - Narrative (Details)
$ in Thousands
 3 Months Ended 12 Months Ended
Mar. 31, 2021
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
numberOfEmployees
aircraft
Dec. 31, 2020
USD ($)
plane
Special Charges [Line Items]        
Gain on sale of assets and other special charges   $ (140,000) $ (119,000) $ (27,000)
Loss contingency, loss in period   94,000    
Loss contingency contract disputes   23,000    
Nonoperating unrealized (gains) losses on investments, net   (20,000) 34,000 194,000
Cash received under the payroll support program     5,800,000 5,100,000
Proceeds from the issuance of an unsecured loan     1,700,000 1,500,000
Proceeds from issuance of warrants       66,000
Severance and benefit expenses   0 438,000 575,000
Impairment of assets   0 $ 97,000 318,000
Number of aircraft and spare engines retired | aircraft     64  
Gain (loss) on net charges     $ 119,000  
Extinguishment of debt, amount   7,000 50,000  
Grant income       3,600,000
Impairment of right-of-use assets       38,000
Impairments related to cancelled projects       56,000
Settlement losses related to defined benefit pension plans   0 31,000 687,000
Expected credit loss allowance recorded   0 $ 0 697,000
Unsecured Debt        
Special Charges [Line Items]        
Long term debt   $ 400,000    
Fixed interest rate   4.25%    
Employee Separation | Voluntary Separation Leave Programs        
Special Charges [Line Items]        
Number of employees electing to voluntarily separate from the company | numberOfEmployees     4,500  
Special termination benefits     $ 31,000  
Employee Separation | Voluntary Separation Leave Programs | Full-Time Employees        
Special Charges [Line Items]        
Restructuring programs, one-time contribution per employee $ 125   125  
Employee Separation | Voluntary Separation Leave Programs | Part-Time Employees        
Special Charges [Line Items]        
Restructuring programs, one-time contribution per employee $ 75   75  
Payroll Support Program 2 & 3 (PSP 2 & 3) Warrants        
Special Charges [Line Items]        
Proceeds from issuance of warrants     99,000  
Payroll Support Program 2 and 3 (PSP 2 & 3) Note        
Special Charges [Line Items]        
Grant income     4,000,000 3,500,000
Airbus A319 & Boeing 737-700        
Special Charges [Line Items]        
Impairment of assets     $ 61,000  
Airbus A319        
Special Charges [Line Items]        
Number of aircraft held for sale | aircraft     13  
Boeing 737-700        
Special Charges [Line Items]        
Number of aircraft held for sale | aircraft     13  
Embraer EMB 145LR        
Special Charges [Line Items]        
Impairment of assets     $ 36,000  
Boeing 757-200        
Special Charges [Line Items]        
Tangible asset impairment charges       $ 94,000
Number of planes permanently grounded | plane       11
Routes        
Special Charges [Line Items]        
Intangible assets impairment charges       $ 130,000
XML 174 R90.htm IDEA: XBRL DOCUMENT v3.22.4
Schedule II - Valuation and Qualifying Accounts (Details) - UAL and United - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Allowance for doubtful accounts      
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]      
Balance at Beginning of Period $ 28 $ 78 $ 9
Additions Charged to Costs and Expenses 22 3 70
Deductions 39 53 16
Other 0 0 15
Balance at End of Period 11 28 78
Obsolescence allowance-spare parts      
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]      
Balance at Beginning of Period 546 478 425
Additions Charged to Costs and Expenses 73 79 88
Deductions 9 11 35
Other 0 0 0
Balance at End of Period 610 546 478
Allowance for credit losses - notes receivable      
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]      
Balance at Beginning of Period 622 522 0
Additions Charged to Costs and Expenses 20 1 518
Deductions 539 0 0
Other (82) 99 4
Balance at End of Period 21 622 522
Valuation allowance for deferred tax assets      
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]      
Balance at Beginning of Period 210 247 58
Additions Charged to Costs and Expenses (10) (38) 197
Deductions 0 0 8
Other (1) 1 0
Balance at End of Period $ 199 $ 210 $ 247
XML 175 R9999.htm IDEA: XBRL DOCUMENT v3.22.4
Label Element Value
Accounting Standards Update [Extensible Enumeration] us-gaap_AccountingStandardsUpdateExtensibleList Accounting Standards Update 2016-13 [Member] [1]
United Air Lines Inc [Member]  
Accounting Standards Update [Extensible Enumeration] us-gaap_AccountingStandardsUpdateExtensibleList Accounting Standards Update 2016-13 [Member] [2]
[1] Transition adjustment due to the adoption of Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses.
[2] Transition adjustment due to the adoption of Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses.
XML 176 ual-20221231_htm.xml IDEA: XBRL DOCUMENT 0000100517 2022-01-01 2022-12-31 0000100517 ual:UnitedAirLinesIncMember 2022-01-01 2022-12-31 0000100517 us-gaap:CommonStockMember 2022-01-01 2022-12-31 0000100517 us-gaap:WarrantMember 2022-01-01 2022-12-31 0000100517 2022-06-30 0000100517 2023-02-09 0000100517 ual:UnitedAirLinesIncMember 2023-02-09 0000100517 us-gaap:DomesticCountryMember 2022-12-31 0000100517 us-gaap:PassengerMember 2022-01-01 2022-12-31 0000100517 us-gaap:PassengerMember 2021-01-01 2021-12-31 0000100517 us-gaap:PassengerMember 2020-01-01 2020-12-31 0000100517 us-gaap:CargoAndFreightMember 2022-01-01 2022-12-31 0000100517 us-gaap:CargoAndFreightMember 2021-01-01 2021-12-31 0000100517 us-gaap:CargoAndFreightMember 2020-01-01 2020-12-31 0000100517 us-gaap:ProductAndServiceOtherMember 2022-01-01 2022-12-31 0000100517 us-gaap:ProductAndServiceOtherMember 2021-01-01 2021-12-31 0000100517 us-gaap:ProductAndServiceOtherMember 2020-01-01 2020-12-31 0000100517 2021-01-01 2021-12-31 0000100517 2020-01-01 2020-12-31 0000100517 2022-12-31 0000100517 2021-12-31 0000100517 2020-12-31 0000100517 2019-12-31 0000100517 us-gaap:CommonStockMember 2019-12-31 0000100517 us-gaap:AdditionalPaidInCapitalMember 2019-12-31 0000100517 us-gaap:TreasuryStockMember 2019-12-31 0000100517 us-gaap:RetainedEarningsMember 2019-12-31 0000100517 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-12-31 0000100517 us-gaap:RetainedEarningsMember 2020-01-01 2020-12-31 0000100517 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-01-01 2020-12-31 0000100517 us-gaap:AdditionalPaidInCapitalMember 2020-01-01 2020-12-31 0000100517 us-gaap:CommonStockMember 2020-01-01 2020-12-31 0000100517 us-gaap:TreasuryStockMember 2020-01-01 2020-12-31 0000100517 2019-01-01 2019-12-31 0000100517 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember us-gaap:RetainedEarningsMember 2019-12-31 0000100517 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember 2019-12-31 0000100517 us-gaap:CommonStockMember 2020-12-31 0000100517 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0000100517 us-gaap:TreasuryStockMember 2020-12-31 0000100517 us-gaap:RetainedEarningsMember 2020-12-31 0000100517 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-12-31 0000100517 us-gaap:RetainedEarningsMember 2021-01-01 2021-12-31 0000100517 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-01-01 2021-12-31 0000100517 us-gaap:AdditionalPaidInCapitalMember 2021-01-01 2021-12-31 0000100517 us-gaap:CommonStockMember 2021-01-01 2021-12-31 0000100517 us-gaap:TreasuryStockMember 2021-01-01 2021-12-31 0000100517 us-gaap:CommonStockMember 2021-12-31 0000100517 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0000100517 us-gaap:TreasuryStockMember 2021-12-31 0000100517 us-gaap:RetainedEarningsMember 2021-12-31 0000100517 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-12-31 0000100517 us-gaap:RetainedEarningsMember 2022-01-01 2022-12-31 0000100517 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-01-01 2022-12-31 0000100517 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-12-31 0000100517 us-gaap:CommonStockMember 2022-01-01 2022-12-31 0000100517 us-gaap:TreasuryStockMember 2022-01-01 2022-12-31 0000100517 us-gaap:CommonStockMember 2022-12-31 0000100517 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0000100517 us-gaap:TreasuryStockMember 2022-12-31 0000100517 us-gaap:RetainedEarningsMember 2022-12-31 0000100517 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-12-31 0000100517 us-gaap:PassengerMember ual:UnitedAirLinesIncMember 2022-01-01 2022-12-31 0000100517 us-gaap:PassengerMember ual:UnitedAirLinesIncMember 2021-01-01 2021-12-31 0000100517 us-gaap:PassengerMember ual:UnitedAirLinesIncMember 2020-01-01 2020-12-31 0000100517 us-gaap:CargoAndFreightMember ual:UnitedAirLinesIncMember 2022-01-01 2022-12-31 0000100517 us-gaap:CargoAndFreightMember ual:UnitedAirLinesIncMember 2021-01-01 2021-12-31 0000100517 us-gaap:CargoAndFreightMember ual:UnitedAirLinesIncMember 2020-01-01 2020-12-31 0000100517 us-gaap:ProductAndServiceOtherMember ual:UnitedAirLinesIncMember 2022-01-01 2022-12-31 0000100517 us-gaap:ProductAndServiceOtherMember ual:UnitedAirLinesIncMember 2021-01-01 2021-12-31 0000100517 us-gaap:ProductAndServiceOtherMember ual:UnitedAirLinesIncMember 2020-01-01 2020-12-31 0000100517 ual:UnitedAirLinesIncMember 2021-01-01 2021-12-31 0000100517 ual:UnitedAirLinesIncMember 2020-01-01 2020-12-31 0000100517 ual:UnitedAirLinesIncMember 2022-12-31 0000100517 ual:UnitedAirLinesIncMember 2021-12-31 0000100517 ual:UnitedAirLinesIncMember 2020-12-31 0000100517 ual:UnitedAirLinesIncMember 2019-12-31 0000100517 us-gaap:AdditionalPaidInCapitalMember ual:UnitedAirLinesIncMember 2019-12-31 0000100517 us-gaap:RetainedEarningsMember ual:UnitedAirLinesIncMember 2019-12-31 0000100517 us-gaap:AccumulatedOtherComprehensiveIncomeMember ual:UnitedAirLinesIncMember 2019-12-31 0000100517 us-gaap:ReceivablesFromStockholderMember ual:UnitedAirLinesIncMember 2019-12-31 0000100517 us-gaap:RetainedEarningsMember ual:UnitedAirLinesIncMember 2020-01-01 2020-12-31 0000100517 us-gaap:AccumulatedOtherComprehensiveIncomeMember ual:UnitedAirLinesIncMember 2020-01-01 2020-12-31 0000100517 us-gaap:AdditionalPaidInCapitalMember ual:UnitedAirLinesIncMember 2020-01-01 2020-12-31 0000100517 ual:UnitedAirLinesIncMember 2019-01-01 2019-12-31 0000100517 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember us-gaap:RetainedEarningsMember ual:UnitedAirLinesIncMember 2019-12-31 0000100517 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember ual:UnitedAirLinesIncMember 2019-12-31 0000100517 us-gaap:ReceivablesFromStockholderMember ual:UnitedAirLinesIncMember 2020-01-01 2020-12-31 0000100517 us-gaap:AdditionalPaidInCapitalMember ual:UnitedAirLinesIncMember 2020-12-31 0000100517 us-gaap:RetainedEarningsMember ual:UnitedAirLinesIncMember 2020-12-31 0000100517 us-gaap:AccumulatedOtherComprehensiveIncomeMember ual:UnitedAirLinesIncMember 2020-12-31 0000100517 us-gaap:ReceivablesFromStockholderMember ual:UnitedAirLinesIncMember 2020-12-31 0000100517 us-gaap:RetainedEarningsMember ual:UnitedAirLinesIncMember 2021-01-01 2021-12-31 0000100517 us-gaap:AccumulatedOtherComprehensiveIncomeMember ual:UnitedAirLinesIncMember 2021-01-01 2021-12-31 0000100517 us-gaap:AdditionalPaidInCapitalMember ual:UnitedAirLinesIncMember 2021-01-01 2021-12-31 0000100517 us-gaap:ReceivablesFromStockholderMember ual:UnitedAirLinesIncMember 2021-01-01 2021-12-31 0000100517 us-gaap:AdditionalPaidInCapitalMember ual:UnitedAirLinesIncMember 2021-12-31 0000100517 us-gaap:RetainedEarningsMember ual:UnitedAirLinesIncMember 2021-12-31 0000100517 us-gaap:AccumulatedOtherComprehensiveIncomeMember ual:UnitedAirLinesIncMember 2021-12-31 0000100517 us-gaap:ReceivablesFromStockholderMember ual:UnitedAirLinesIncMember 2021-12-31 0000100517 us-gaap:RetainedEarningsMember ual:UnitedAirLinesIncMember 2022-01-01 2022-12-31 0000100517 us-gaap:AccumulatedOtherComprehensiveIncomeMember ual:UnitedAirLinesIncMember 2022-01-01 2022-12-31 0000100517 us-gaap:AdditionalPaidInCapitalMember ual:UnitedAirLinesIncMember 2022-01-01 2022-12-31 0000100517 us-gaap:ReceivablesFromStockholderMember ual:UnitedAirLinesIncMember 2022-01-01 2022-12-31 0000100517 us-gaap:AdditionalPaidInCapitalMember ual:UnitedAirLinesIncMember 2022-12-31 0000100517 us-gaap:RetainedEarningsMember ual:UnitedAirLinesIncMember 2022-12-31 0000100517 us-gaap:AccumulatedOtherComprehensiveIncomeMember ual:UnitedAirLinesIncMember 2022-12-31 0000100517 us-gaap:ReceivablesFromStockholderMember ual:UnitedAirLinesIncMember 2022-12-31 0000100517 ual:AdvanceTicketSalesMember 2022-01-01 2022-12-31 0000100517 ual:AdvanceTicketSalesMember 2021-01-01 2021-12-31 0000100517 ual:AdvanceTicketSalesMember 2020-01-01 2020-12-31 0000100517 us-gaap:DomesticDestinationMember 2022-01-01 2022-12-31 0000100517 us-gaap:DomesticDestinationMember 2021-01-01 2021-12-31 0000100517 us-gaap:DomesticDestinationMember 2020-01-01 2020-12-31 0000100517 us-gaap:AtlanticDestinationMember 2022-01-01 2022-12-31 0000100517 us-gaap:AtlanticDestinationMember 2021-01-01 2021-12-31 0000100517 us-gaap:AtlanticDestinationMember 2020-01-01 2020-12-31 0000100517 us-gaap:PacificDestinationMember 2022-01-01 2022-12-31 0000100517 us-gaap:PacificDestinationMember 2021-01-01 2021-12-31 0000100517 us-gaap:PacificDestinationMember 2020-01-01 2020-12-31 0000100517 us-gaap:LatinAmericaDestinationMember 2022-01-01 2022-12-31 0000100517 us-gaap:LatinAmericaDestinationMember 2021-01-01 2021-12-31 0000100517 us-gaap:LatinAmericaDestinationMember 2020-01-01 2020-12-31 0000100517 ual:PassengerAncillaryFeesMember 2022-01-01 2022-12-31 0000100517 ual:PassengerAncillaryFeesMember 2021-01-01 2021-12-31 0000100517 ual:PassengerAncillaryFeesMember 2020-01-01 2020-12-31 0000100517 srt:MinimumMember 2022-01-01 2022-12-31 0000100517 srt:MaximumMember 2022-01-01 2022-12-31 0000100517 ual:FrequentFlyerProgramMember 2021-12-31 0000100517 ual:FrequentFlyerProgramMember 2020-12-31 0000100517 ual:FrequentFlyerProgramMember 2022-01-01 2022-12-31 0000100517 ual:FrequentFlyerProgramMember 2021-01-01 2021-12-31 0000100517 ual:FrequentFlyerProgramMember 2022-12-31 0000100517 us-gaap:ProductAndServiceOtherMember ual:ChaseAndOtherPartnerAgreementsMember 2022-01-01 2022-12-31 0000100517 us-gaap:ProductAndServiceOtherMember ual:ChaseAndOtherPartnerAgreementsMember 2021-01-01 2021-12-31 0000100517 us-gaap:ProductAndServiceOtherMember ual:ChaseAndOtherPartnerAgreementsMember 2020-01-01 2020-12-31 0000100517 srt:MinimumMember ual:AircraftAndRelatedRotablePartsMember 2022-01-01 2022-12-31 0000100517 srt:MaximumMember ual:AircraftAndRelatedRotablePartsMember 2022-01-01 2022-12-31 0000100517 srt:MinimumMember ual:AircraftSeatsMember 2022-01-01 2022-12-31 0000100517 srt:MaximumMember ual:AircraftSeatsMember 2022-01-01 2022-12-31 0000100517 srt:MinimumMember us-gaap:BuildingMember 2022-01-01 2022-12-31 0000100517 srt:MaximumMember us-gaap:BuildingMember 2022-01-01 2022-12-31 0000100517 srt:MinimumMember us-gaap:OtherCapitalizedPropertyPlantAndEquipmentMember 2022-01-01 2022-12-31 0000100517 srt:MaximumMember us-gaap:OtherCapitalizedPropertyPlantAndEquipmentMember 2022-01-01 2022-12-31 0000100517 srt:MinimumMember us-gaap:SoftwareAndSoftwareDevelopmentCostsMember 2022-01-01 2022-12-31 0000100517 srt:MaximumMember us-gaap:SoftwareAndSoftwareDevelopmentCostsMember 2022-01-01 2022-12-31 0000100517 srt:MinimumMember us-gaap:BuildingImprovementsMember 2022-01-01 2022-12-31 0000100517 srt:MaximumMember us-gaap:BuildingImprovementsMember 2022-01-01 2022-12-31 0000100517 us-gaap:SoftwareAndSoftwareDevelopmentCostsMember 2022-01-01 2022-12-31 0000100517 us-gaap:SoftwareAndSoftwareDevelopmentCostsMember 2021-01-01 2021-12-31 0000100517 us-gaap:SoftwareAndSoftwareDevelopmentCostsMember 2020-01-01 2020-12-31 0000100517 ual:RouteAuthoritiesMember 2022-12-31 0000100517 ual:RouteAuthoritiesMember 2021-12-31 0000100517 ual:AirportSlotsAndGatesIndefiniteLivedMember 2022-12-31 0000100517 ual:AirportSlotsAndGatesIndefiniteLivedMember 2021-12-31 0000100517 ual:TradenamesAndLogosMember 2022-12-31 0000100517 ual:TradenamesAndLogosMember 2021-12-31 0000100517 ual:AlliancesMember 2022-12-31 0000100517 ual:AlliancesMember 2021-12-31 0000100517 ual:FrequentFlyerDatabaseMember 2022-12-31 0000100517 ual:FrequentFlyerDatabaseMember 2021-12-31 0000100517 ual:HubsMember 2022-12-31 0000100517 ual:HubsMember 2021-12-31 0000100517 ual:ContractsMember 2022-12-31 0000100517 ual:ContractsMember 2021-12-31 0000100517 us-gaap:OtherIntangibleAssetsMember 2022-12-31 0000100517 us-gaap:OtherIntangibleAssetsMember 2021-12-31 0000100517 ual:PayrollSupportProgram1PSP1WarrantsMember 2022-12-31 0000100517 ual:CARESActWarrantsMember 2022-12-31 0000100517 ual:PayrollSupportProgram2PSP2WarrantsMember 2022-12-31 0000100517 ual:PayrollSupportProgram3PSP3WarrantsMember 2022-12-31 0000100517 ual:A2021ATMOfferingMember 2021-03-31 0000100517 ual:A2021ATMOfferingMember 2021-01-01 2021-12-31 0000100517 ual:A2021ATMOfferingMember 2021-12-31 0000100517 us-gaap:WarrantMember 2022-01-01 2022-12-31 0000100517 us-gaap:WarrantMember 2021-01-01 2021-12-31 0000100517 us-gaap:WarrantMember 2020-01-01 2020-12-31 0000100517 us-gaap:StockCompensationPlanMember 2022-01-01 2022-12-31 0000100517 us-gaap:StockCompensationPlanMember 2021-01-01 2021-12-31 0000100517 us-gaap:StockCompensationPlanMember 2020-01-01 2020-12-31 0000100517 us-gaap:RestrictedStockUnitsRSUMember 2022-01-01 2022-12-31 0000100517 ual:TimeVestedRestrictedStockUnitsRSUsMember 2022-01-01 2022-12-31 0000100517 ual:PerformanceBasedRestrictedStockUnitsRSUsMember 2022-01-01 2022-12-31 0000100517 us-gaap:RestrictedStockUnitsRSUMember 2021-01-01 2021-12-31 0000100517 us-gaap:RestrictedStockUnitsRSUMember 2020-01-01 2020-12-31 0000100517 us-gaap:EmployeeStockOptionMember 2022-01-01 2022-12-31 0000100517 us-gaap:EmployeeStockOptionMember 2021-01-01 2021-12-31 0000100517 us-gaap:EmployeeStockOptionMember 2020-01-01 2020-12-31 0000100517 us-gaap:RestrictedStockUnitsRSUMember 2022-12-31 0000100517 us-gaap:EmployeeStockOptionMember 2022-12-31 0000100517 ual:RestrictedStockUnitsRSUsLiabilityAwardsMember 2019-12-31 0000100517 ual:RestrictedStockUnitsRSUsEquityAwardsMember 2019-12-31 0000100517 ual:RestrictedStockUnitsRSUsLiabilityAwardsMember 2020-01-01 2020-12-31 0000100517 ual:RestrictedStockUnitsRSUsEquityAwardsMember 2020-01-01 2020-12-31 0000100517 ual:RestrictedStockUnitsRSUsLiabilityAwardsMember 2020-12-31 0000100517 ual:RestrictedStockUnitsRSUsEquityAwardsMember 2020-12-31 0000100517 ual:RestrictedStockUnitsRSUsLiabilityAwardsMember 2021-01-01 2021-12-31 0000100517 ual:RestrictedStockUnitsRSUsEquityAwardsMember 2021-01-01 2021-12-31 0000100517 ual:RestrictedStockUnitsRSUsLiabilityAwardsMember 2021-12-31 0000100517 ual:RestrictedStockUnitsRSUsEquityAwardsMember 2021-12-31 0000100517 ual:RestrictedStockUnitsRSUsLiabilityAwardsMember 2022-01-01 2022-12-31 0000100517 ual:RestrictedStockUnitsRSUsEquityAwardsMember 2022-01-01 2022-12-31 0000100517 ual:RestrictedStockUnitsRSUsLiabilityAwardsMember 2022-12-31 0000100517 ual:RestrictedStockUnitsRSUsEquityAwardsMember 2022-12-31 0000100517 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2019-12-31 0000100517 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2019-12-31 0000100517 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2020-01-01 2020-12-31 0000100517 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2020-01-01 2020-12-31 0000100517 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2020-12-31 0000100517 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2020-12-31 0000100517 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2021-01-01 2021-12-31 0000100517 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2021-01-01 2021-12-31 0000100517 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2021-12-31 0000100517 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2021-12-31 0000100517 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2022-01-01 2022-12-31 0000100517 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2022-01-01 2022-12-31 0000100517 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2022-12-31 0000100517 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2022-12-31 0000100517 us-gaap:DomesticCountryMember ual:UnitedAirLinesIncMember 2022-12-31 0000100517 us-gaap:DomesticCountryMember ual:NetOperatingLossCarryForwardExpirationYear2026Member ual:UnitedAirLinesIncMember 2022-12-31 0000100517 us-gaap:DomesticCountryMember ual:NetOperatingLossCarryForwardExpirationYear2028Member ual:UnitedAirLinesIncMember 2022-12-31 0000100517 us-gaap:DomesticCountryMember ual:NetOperatingLossCarryForwardExpirationYear2029Member ual:UnitedAirLinesIncMember 2022-12-31 0000100517 us-gaap:DomesticCountryMember ual:NetOperatingLossCarryForwardExpirationYear2032Member ual:UnitedAirLinesIncMember 2022-12-31 0000100517 us-gaap:DomesticCountryMember ual:NetOperatingLossCarryForwardExpirationYear2033Member ual:UnitedAirLinesIncMember 2022-12-31 0000100517 us-gaap:StateAndLocalJurisdictionMember ual:UnitedAirLinesIncMember 2022-12-31 0000100517 srt:MinimumMember us-gaap:StateAndLocalJurisdictionMember ual:UnitedAirLinesIncMember 2022-01-01 2022-12-31 0000100517 srt:MaximumMember us-gaap:StateAndLocalJurisdictionMember ual:UnitedAirLinesIncMember 2022-01-01 2022-12-31 0000100517 srt:MinimumMember us-gaap:DomesticCountryMember 2022-01-01 2022-12-31 0000100517 srt:MaximumMember us-gaap:DomesticCountryMember 2022-01-01 2022-12-31 0000100517 us-gaap:StateAndLocalJurisdictionMember 2022-12-31 0000100517 srt:MinimumMember us-gaap:StateAndLocalJurisdictionMember 2022-01-01 2022-12-31 0000100517 srt:MaximumMember us-gaap:StateAndLocalJurisdictionMember 2022-01-01 2022-12-31 0000100517 us-gaap:EmployeeSeveranceMember ual:VoluntarySeparationLeaveVSLProgramsMember ual:FullTimeEmployeesMember 2021-01-01 2021-03-31 0000100517 us-gaap:EmployeeSeveranceMember ual:VoluntarySeparationLeaveVSLProgramsMember ual:PartTimeEmployeesMember 2021-01-01 2021-03-31 0000100517 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2021-01-01 2021-12-31 0000100517 us-gaap:PensionPlansDefinedBenefitMember 2020-01-01 2020-12-31 0000100517 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2020-01-01 2020-12-31 0000100517 us-gaap:PensionPlansDefinedBenefitMember 2022-12-31 0000100517 us-gaap:PensionPlansDefinedBenefitMember 2021-12-31 0000100517 us-gaap:PensionPlansDefinedBenefitMember 2020-12-31 0000100517 us-gaap:PensionPlansDefinedBenefitMember 2022-01-01 2022-12-31 0000100517 us-gaap:PensionPlansDefinedBenefitMember 2021-01-01 2021-12-31 0000100517 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2021-12-31 0000100517 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2020-12-31 0000100517 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2022-01-01 2022-12-31 0000100517 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2022-12-31 0000100517 srt:ScenarioForecastMember us-gaap:PensionPlansDefinedBenefitMember 2023-01-01 2023-12-31 0000100517 srt:ScenarioForecastMember us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2023-01-01 2023-12-31 0000100517 srt:MinimumMember us-gaap:DefinedBenefitPlanEquitySecuritiesMember ual:UnitedAirLinesIncMember 2022-12-31 0000100517 srt:MaximumMember us-gaap:DefinedBenefitPlanEquitySecuritiesMember ual:UnitedAirLinesIncMember 2022-12-31 0000100517 us-gaap:DefinedBenefitPlanEquitySecuritiesMember ual:UnitedAirLinesIncMember 2022-01-01 2022-12-31 0000100517 srt:MinimumMember us-gaap:FixedIncomeFundsMember ual:UnitedAirLinesIncMember 2022-12-31 0000100517 srt:MaximumMember us-gaap:FixedIncomeFundsMember ual:UnitedAirLinesIncMember 2022-12-31 0000100517 ual:AlternativeMember ual:UnitedAirLinesIncMember 2022-01-01 2022-12-31 0000100517 srt:MinimumMember ual:AlternativeMember ual:UnitedAirLinesIncMember 2022-12-31 0000100517 srt:MaximumMember ual:AlternativeMember ual:UnitedAirLinesIncMember 2022-12-31 0000100517 us-gaap:FixedIncomeFundsMember ual:UnitedAirLinesIncMember 2022-01-01 2022-12-31 0000100517 us-gaap:DefinedBenefitPlanEquitySecuritiesMember us-gaap:PensionPlansDefinedBenefitMember 2022-12-31 0000100517 us-gaap:DefinedBenefitPlanEquitySecuritiesMember us-gaap:FairValueInputsLevel1Member us-gaap:PensionPlansDefinedBenefitMember 2022-12-31 0000100517 us-gaap:DefinedBenefitPlanEquitySecuritiesMember us-gaap:FairValueInputsLevel2Member us-gaap:PensionPlansDefinedBenefitMember 2022-12-31 0000100517 us-gaap:DefinedBenefitPlanEquitySecuritiesMember us-gaap:FairValueInputsLevel3Member us-gaap:PensionPlansDefinedBenefitMember 2022-12-31 0000100517 us-gaap:DefinedBenefitPlanEquitySecuritiesMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:PensionPlansDefinedBenefitMember 2022-12-31 0000100517 us-gaap:DefinedBenefitPlanEquitySecuritiesMember us-gaap:PensionPlansDefinedBenefitMember 2021-12-31 0000100517 us-gaap:DefinedBenefitPlanEquitySecuritiesMember us-gaap:FairValueInputsLevel1Member us-gaap:PensionPlansDefinedBenefitMember 2021-12-31 0000100517 us-gaap:DefinedBenefitPlanEquitySecuritiesMember us-gaap:FairValueInputsLevel2Member us-gaap:PensionPlansDefinedBenefitMember 2021-12-31 0000100517 us-gaap:DefinedBenefitPlanEquitySecuritiesMember us-gaap:FairValueInputsLevel3Member us-gaap:PensionPlansDefinedBenefitMember 2021-12-31 0000100517 us-gaap:DefinedBenefitPlanEquitySecuritiesMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:PensionPlansDefinedBenefitMember 2021-12-31 0000100517 us-gaap:FixedIncomeFundsMember us-gaap:PensionPlansDefinedBenefitMember 2022-12-31 0000100517 us-gaap:FixedIncomeFundsMember us-gaap:FairValueInputsLevel1Member us-gaap:PensionPlansDefinedBenefitMember 2022-12-31 0000100517 us-gaap:FixedIncomeFundsMember us-gaap:FairValueInputsLevel2Member us-gaap:PensionPlansDefinedBenefitMember 2022-12-31 0000100517 us-gaap:FixedIncomeFundsMember us-gaap:FairValueInputsLevel3Member us-gaap:PensionPlansDefinedBenefitMember 2022-12-31 0000100517 us-gaap:FixedIncomeFundsMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:PensionPlansDefinedBenefitMember 2022-12-31 0000100517 us-gaap:FixedIncomeFundsMember us-gaap:PensionPlansDefinedBenefitMember 2021-12-31 0000100517 us-gaap:FixedIncomeFundsMember us-gaap:FairValueInputsLevel1Member us-gaap:PensionPlansDefinedBenefitMember 2021-12-31 0000100517 us-gaap:FixedIncomeFundsMember us-gaap:FairValueInputsLevel2Member us-gaap:PensionPlansDefinedBenefitMember 2021-12-31 0000100517 us-gaap:FixedIncomeFundsMember us-gaap:FairValueInputsLevel3Member us-gaap:PensionPlansDefinedBenefitMember 2021-12-31 0000100517 us-gaap:FixedIncomeFundsMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:PensionPlansDefinedBenefitMember 2021-12-31 0000100517 ual:AlternativeMember us-gaap:PensionPlansDefinedBenefitMember 2022-12-31 0000100517 ual:AlternativeMember us-gaap:FairValueInputsLevel1Member us-gaap:PensionPlansDefinedBenefitMember 2022-12-31 0000100517 ual:AlternativeMember us-gaap:FairValueInputsLevel2Member us-gaap:PensionPlansDefinedBenefitMember 2022-12-31 0000100517 ual:AlternativeMember us-gaap:FairValueInputsLevel3Member us-gaap:PensionPlansDefinedBenefitMember 2022-12-31 0000100517 ual:AlternativeMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:PensionPlansDefinedBenefitMember 2022-12-31 0000100517 ual:AlternativeMember us-gaap:PensionPlansDefinedBenefitMember 2021-12-31 0000100517 ual:AlternativeMember us-gaap:FairValueInputsLevel1Member us-gaap:PensionPlansDefinedBenefitMember 2021-12-31 0000100517 ual:AlternativeMember us-gaap:FairValueInputsLevel2Member us-gaap:PensionPlansDefinedBenefitMember 2021-12-31 0000100517 ual:AlternativeMember us-gaap:FairValueInputsLevel3Member us-gaap:PensionPlansDefinedBenefitMember 2021-12-31 0000100517 ual:AlternativeMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:PensionPlansDefinedBenefitMember 2021-12-31 0000100517 us-gaap:OtherInvestmentsMember us-gaap:PensionPlansDefinedBenefitMember 2022-12-31 0000100517 us-gaap:OtherInvestmentsMember us-gaap:FairValueInputsLevel1Member us-gaap:PensionPlansDefinedBenefitMember 2022-12-31 0000100517 us-gaap:OtherInvestmentsMember us-gaap:FairValueInputsLevel2Member us-gaap:PensionPlansDefinedBenefitMember 2022-12-31 0000100517 us-gaap:OtherInvestmentsMember us-gaap:FairValueInputsLevel3Member us-gaap:PensionPlansDefinedBenefitMember 2022-12-31 0000100517 us-gaap:OtherInvestmentsMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:PensionPlansDefinedBenefitMember 2022-12-31 0000100517 us-gaap:OtherInvestmentsMember us-gaap:PensionPlansDefinedBenefitMember 2021-12-31 0000100517 us-gaap:OtherInvestmentsMember us-gaap:FairValueInputsLevel1Member us-gaap:PensionPlansDefinedBenefitMember 2021-12-31 0000100517 us-gaap:OtherInvestmentsMember us-gaap:FairValueInputsLevel2Member us-gaap:PensionPlansDefinedBenefitMember 2021-12-31 0000100517 us-gaap:OtherInvestmentsMember us-gaap:FairValueInputsLevel3Member us-gaap:PensionPlansDefinedBenefitMember 2021-12-31 0000100517 us-gaap:OtherInvestmentsMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:PensionPlansDefinedBenefitMember 2021-12-31 0000100517 us-gaap:FairValueInputsLevel1Member us-gaap:PensionPlansDefinedBenefitMember 2022-12-31 0000100517 us-gaap:FairValueInputsLevel2Member us-gaap:PensionPlansDefinedBenefitMember 2022-12-31 0000100517 us-gaap:FairValueInputsLevel3Member us-gaap:PensionPlansDefinedBenefitMember 2022-12-31 0000100517 us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:PensionPlansDefinedBenefitMember 2022-12-31 0000100517 us-gaap:FairValueInputsLevel1Member us-gaap:PensionPlansDefinedBenefitMember 2021-12-31 0000100517 us-gaap:FairValueInputsLevel2Member us-gaap:PensionPlansDefinedBenefitMember 2021-12-31 0000100517 us-gaap:FairValueInputsLevel3Member us-gaap:PensionPlansDefinedBenefitMember 2021-12-31 0000100517 us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:PensionPlansDefinedBenefitMember 2021-12-31 0000100517 ual:DepositAdministrationFundMember us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2022-12-31 0000100517 ual:DepositAdministrationFundMember us-gaap:FairValueInputsLevel1Member us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2022-12-31 0000100517 ual:DepositAdministrationFundMember us-gaap:FairValueInputsLevel2Member us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2022-12-31 0000100517 ual:DepositAdministrationFundMember us-gaap:FairValueInputsLevel3Member us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2022-12-31 0000100517 ual:DepositAdministrationFundMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2022-12-31 0000100517 ual:DepositAdministrationFundMember us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2021-12-31 0000100517 ual:DepositAdministrationFundMember us-gaap:FairValueInputsLevel1Member us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2021-12-31 0000100517 ual:DepositAdministrationFundMember us-gaap:FairValueInputsLevel2Member us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2021-12-31 0000100517 ual:DepositAdministrationFundMember us-gaap:FairValueInputsLevel3Member us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2021-12-31 0000100517 ual:DepositAdministrationFundMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2021-12-31 0000100517 us-gaap:FairValueInputsLevel3Member 2021-12-31 0000100517 us-gaap:FairValueInputsLevel3Member 2020-12-31 0000100517 us-gaap:FairValueInputsLevel3Member 2022-01-01 2022-12-31 0000100517 us-gaap:FairValueInputsLevel3Member 2021-01-01 2021-12-31 0000100517 us-gaap:FairValueInputsLevel3Member 2022-12-31 0000100517 srt:MinimumMember ual:UnitedAirLinesIncMember 2022-01-01 2022-12-31 0000100517 srt:MaximumMember ual:UnitedAirLinesIncMember 2022-01-01 2022-12-31 0000100517 ual:InternationalAssociationOfMachinistsNationalPensionPlanMember 2021-01-01 2021-12-31 0000100517 ual:InternationalAssociationOfMachinistsNationalPensionPlanMember us-gaap:PensionPlansDefinedBenefitMember ual:UnitedAirLinesIncMember 2021-01-01 0000100517 ual:InternationalAssociationOfMachinistsNationalPensionPlanMember us-gaap:PensionPlansDefinedBenefitMember 2022-01-01 2022-12-31 0000100517 ual:InternationalAssociationOfMachinistsNationalPensionPlanMember us-gaap:PensionPlansDefinedBenefitMember ual:UnitedAirLinesIncMember 2022-01-01 2022-12-31 0000100517 ual:InternationalAssociationOfMachinistsNationalPensionPlanMember us-gaap:PensionPlansDefinedBenefitMember ual:UnitedAirLinesIncMember 2021-01-01 2021-12-31 0000100517 ual:InternationalAssociationOfMachinistsNationalPensionPlanMember us-gaap:PensionPlansDefinedBenefitMember ual:UnitedAirLinesIncMember 2020-01-01 2020-12-31 0000100517 us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0000100517 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0000100517 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0000100517 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0000100517 us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0000100517 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0000100517 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0000100517 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0000100517 us-gaap:FairValueMeasurementsRecurringMember us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2022-12-31 0000100517 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2022-12-31 0000100517 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2022-12-31 0000100517 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2022-12-31 0000100517 us-gaap:FairValueMeasurementsRecurringMember us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2021-12-31 0000100517 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2021-12-31 0000100517 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2021-12-31 0000100517 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2021-12-31 0000100517 us-gaap:FairValueMeasurementsRecurringMember us-gaap:AssetBackedSecuritiesMember 2022-12-31 0000100517 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:AssetBackedSecuritiesMember 2022-12-31 0000100517 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:AssetBackedSecuritiesMember 2022-12-31 0000100517 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:AssetBackedSecuritiesMember 2022-12-31 0000100517 us-gaap:FairValueMeasurementsRecurringMember us-gaap:AssetBackedSecuritiesMember 2021-12-31 0000100517 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:AssetBackedSecuritiesMember 2021-12-31 0000100517 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:AssetBackedSecuritiesMember 2021-12-31 0000100517 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:AssetBackedSecuritiesMember 2021-12-31 0000100517 us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateDebtSecuritiesMember 2022-12-31 0000100517 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateDebtSecuritiesMember 2022-12-31 0000100517 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateDebtSecuritiesMember 2022-12-31 0000100517 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateDebtSecuritiesMember 2022-12-31 0000100517 us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateDebtSecuritiesMember 2021-12-31 0000100517 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateDebtSecuritiesMember 2021-12-31 0000100517 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateDebtSecuritiesMember 2021-12-31 0000100517 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateDebtSecuritiesMember 2021-12-31 0000100517 us-gaap:CarryingReportedAmountFairValueDisclosureMember 2022-12-31 0000100517 us-gaap:EstimateOfFairValueFairValueDisclosureMember 2022-12-31 0000100517 us-gaap:FairValueInputsLevel1Member us-gaap:EstimateOfFairValueFairValueDisclosureMember 2022-12-31 0000100517 us-gaap:FairValueInputsLevel2Member us-gaap:EstimateOfFairValueFairValueDisclosureMember 2022-12-31 0000100517 us-gaap:FairValueInputsLevel3Member us-gaap:EstimateOfFairValueFairValueDisclosureMember 2022-12-31 0000100517 us-gaap:CarryingReportedAmountFairValueDisclosureMember 2021-12-31 0000100517 us-gaap:EstimateOfFairValueFairValueDisclosureMember 2021-12-31 0000100517 us-gaap:FairValueInputsLevel1Member us-gaap:EstimateOfFairValueFairValueDisclosureMember 2021-12-31 0000100517 us-gaap:FairValueInputsLevel2Member us-gaap:EstimateOfFairValueFairValueDisclosureMember 2021-12-31 0000100517 us-gaap:FairValueInputsLevel3Member us-gaap:EstimateOfFairValueFairValueDisclosureMember 2021-12-31 0000100517 ual:ChamplainEnterprisesLLCMember 2022-12-31 0000100517 ual:ChamplainEnterprisesLLCMember 2022-01-01 2022-12-31 0000100517 ual:RepublicAirwaysHoldingsInc.Member 2022-12-31 0000100517 ual:RepublicAirwaysHoldingsInc.Member 2022-01-01 2022-12-31 0000100517 ual:MesaAirGroupIncMember us-gaap:SubsequentEventMember 2023-01-31 0000100517 ual:MesaAirGroupIncMember us-gaap:SubsequentEventMember 2023-01-01 2023-01-31 0000100517 ual:FulcrumBioEnergyIncBoomAlderFuelsLLCHeartAerospaceIncorporatedAndZeroAviaIncMember 2022-12-31 0000100517 srt:MinimumMember ual:UsedAircraftFacilityMember us-gaap:SecuredDebtMember 2022-12-31 0000100517 srt:MaximumMember ual:UsedAircraftFacilityMember us-gaap:SecuredDebtMember 2022-12-31 0000100517 ual:UsedAircraftFacilityMember us-gaap:SecuredDebtMember 2022-12-31 0000100517 ual:UsedAircraftFacilityMember us-gaap:SecuredDebtMember 2021-12-31 0000100517 ual:A650SeniorSecuredNotesDue2027MileagePlusSeniorSecuredNotesMember us-gaap:SecuredDebtMember 2022-12-31 0000100517 ual:A650SeniorSecuredNotesDue2027MileagePlusSeniorSecuredNotesMember us-gaap:SecuredDebtMember 2021-12-31 0000100517 ual:MileagePlusMPTermLoanFacilityMember us-gaap:SecuredDebtMember 2022-12-31 0000100517 ual:MileagePlusMPTermLoanFacilityMember us-gaap:SecuredDebtMember 2021-12-31 0000100517 srt:MinimumMember ual:SecuredNotesMember us-gaap:SecuredDebtMember 2022-12-31 0000100517 srt:MaximumMember ual:SecuredNotesMember us-gaap:SecuredDebtMember 2022-12-31 0000100517 ual:SecuredNotesMember us-gaap:SecuredDebtMember 2022-12-31 0000100517 ual:SecuredNotesMember us-gaap:SecuredDebtMember 2021-12-31 0000100517 ual:NewTermLoansMember us-gaap:SecuredDebtMember 2022-12-31 0000100517 ual:NewTermLoansMember us-gaap:SecuredDebtMember 2021-12-31 0000100517 srt:MinimumMember ual:UnsecuredNotesMember us-gaap:UnsecuredDebtMember 2022-12-31 0000100517 srt:MaximumMember ual:UnsecuredNotesMember us-gaap:UnsecuredDebtMember 2022-12-31 0000100517 ual:UnsecuredNotesMember us-gaap:UnsecuredDebtMember 2022-12-31 0000100517 ual:UnsecuredNotesMember us-gaap:UnsecuredDebtMember 2021-12-31 0000100517 ual:PayrollSupportProgramPSPNoteMember us-gaap:UnsecuredDebtMember 2022-12-31 0000100517 srt:MinimumMember ual:OtherUnsecuredDebtMember us-gaap:UnsecuredDebtMember 2022-12-31 0000100517 srt:MaximumMember ual:OtherUnsecuredDebtMember us-gaap:UnsecuredDebtMember 2022-12-31 0000100517 ual:OtherUnsecuredDebtMember us-gaap:UnsecuredDebtMember 2022-12-31 0000100517 ual:OtherUnsecuredDebtMember us-gaap:UnsecuredDebtMember 2021-12-31 0000100517 srt:MinimumMember ual:UsedAircraftFacilityMember us-gaap:SecuredDebtMember us-gaap:LondonInterbankOfferedRateLIBORMember 2022-01-01 2022-12-31 0000100517 srt:MinimumMember ual:UsedAircraftFacilityMember us-gaap:SecuredDebtMember us-gaap:LondonInterbankOfferedRateLIBORMember 2021-01-01 2021-12-31 0000100517 srt:MaximumMember ual:UsedAircraftFacilityMember us-gaap:SecuredDebtMember us-gaap:LondonInterbankOfferedRateLIBORMember 2022-01-01 2022-12-31 0000100517 srt:MaximumMember ual:UsedAircraftFacilityMember us-gaap:SecuredDebtMember us-gaap:LondonInterbankOfferedRateLIBORMember 2021-01-01 2021-12-31 0000100517 srt:MinimumMember ual:NewTermLoansMember us-gaap:SecuredDebtMember us-gaap:LondonInterbankOfferedRateLIBORMember 2021-01-01 2021-12-31 0000100517 srt:MinimumMember ual:NewTermLoansMember us-gaap:SecuredDebtMember us-gaap:LondonInterbankOfferedRateLIBORMember 2022-01-01 2022-12-31 0000100517 srt:MaximumMember ual:MileagePlusMPTermLoanFacilityMember us-gaap:SecuredDebtMember us-gaap:LondonInterbankOfferedRateLIBORMember 2021-01-01 2021-12-31 0000100517 srt:MaximumMember ual:MileagePlusMPTermLoanFacilityMember us-gaap:SecuredDebtMember us-gaap:LondonInterbankOfferedRateLIBORMember 2022-01-01 2022-12-31 0000100517 ual:PayrollSupportProgram1PSP1NoteMember us-gaap:UnsecuredDebtMember 2022-01-01 2022-12-31 0000100517 ual:PayrollSupportProgram1PSP1NoteMember us-gaap:UnsecuredDebtMember 2022-12-31 0000100517 ual:PayrollSupportProgram3PSP3NoteMember us-gaap:UnsecuredDebtMember 2022-12-31 0000100517 ual:PayrollSupportProgramPSPNoteMember us-gaap:UnsecuredDebtMember us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember 2022-01-01 2022-12-31 0000100517 ual:UalAndUnitedMember 2022-12-31 0000100517 us-gaap:SecuredDebtMember 2022-01-01 2022-12-31 0000100517 srt:MinimumMember us-gaap:SecuredDebtMember 2022-12-31 0000100517 srt:MaximumMember us-gaap:SecuredDebtMember 2022-12-31 0000100517 ual:TermLoanBFacilityDue2028Member us-gaap:SecuredDebtMember 2021-04-21 0000100517 us-gaap:RevolvingCreditFacilityMember us-gaap:SecuredDebtMember ual:UnitedAirLinesIncMember 2022-12-31 0000100517 ual:CreditAgreementMember us-gaap:LineOfCreditMember 2022-12-31 0000100517 ual:SeniorSecuredNotesDue2026AndSeniorSecuredNotesDue2029Member us-gaap:LineOfCreditMember 2022-12-31 0000100517 us-gaap:MainlineMember 2022-12-31 0000100517 us-gaap:RegionalCarrierMember 2022-12-31 0000100517 us-gaap:MainlineMember srt:MinimumMember 2022-01-01 2022-12-31 0000100517 us-gaap:MainlineMember srt:MaximumMember 2022-01-01 2022-12-31 0000100517 ual:NonAircraftMember srt:MinimumMember 2022-01-01 2022-12-31 0000100517 ual:NonAircraftMember srt:MaximumMember 2022-01-01 2022-12-31 0000100517 ual:Boeing787Member 2021-12-31 0000100517 us-gaap:CollateralizedDebtObligationsMember ual:UnitedAirLinesIncMember 2022-01-01 2022-12-31 0000100517 us-gaap:RegionalCarrierMember ual:CapacityPurchaseAgreementsMember ual:UnitedAirLinesIncMember 2022-01-01 2022-12-31 0000100517 us-gaap:RegionalCarrierMember ual:CapacityPurchaseAgreementsMember ual:UnitedAirLinesIncMember 2021-01-01 2021-12-31 0000100517 us-gaap:RegionalCarrierMember ual:CapacityPurchaseAgreementsMember ual:UnitedAirLinesIncMember 2020-01-01 2020-12-31 0000100517 us-gaap:RegionalCarrierMember ual:CapacityPurchaseAgreementsMember ual:UnitedAirLinesIncMember 2022-12-31 0000100517 us-gaap:RegionalCarrierMember ual:CapacityPurchaseAgreementsMember ual:UnitedAirLinesIncMember 2021-12-31 0000100517 srt:CRJ900Member ual:CapacityPurchaseAgreementsMember 2022-12-31 0000100517 srt:CRJ900Member ual:CapacityPurchaseAgreementsMember 2022-01-01 2022-12-31 0000100517 ual:CapacityPurchaseAgreementsMember 2022-12-31 0000100517 ual:TaxExemptBondsMember 2022-12-31 0000100517 ual:A787Member 2022-12-31 0000100517 ual:A737MaxMember 2022-12-31 0000100517 ual:AirbusA321neoMember 2022-12-31 0000100517 ual:AirbusA321XLRMember 2022-12-31 0000100517 ual:AirbusA350Member 2022-12-31 0000100517 ual:AirbusA321neoMember 2022-07-21 0000100517 ual:Boeing787Member 2022-12-31 0000100517 srt:B737MaxMember 2022-07-21 0000100517 ual:TaxExemptBondsMember 2022-12-31 0000100517 ual:AircraftMortgageDebtMember 2022-12-31 0000100517 us-gaap:SuretyBondMember ual:UnitedAirLinesIncMember 2022-12-31 0000100517 ual:FloatingRateDebtMember 2022-12-31 0000100517 ual:FloatingRateDebtMember 2022-01-01 2022-12-31 0000100517 ual:LoansAndLeasesFromNonUSEntitiesMember 2022-01-01 2022-12-31 0000100517 ual:LoansAndLeasesFromNonUSEntitiesMember 2022-12-31 0000100517 ual:TaxExemptBondsMember us-gaap:IndirectGuaranteeOfIndebtednessMember 2022-12-31 0000100517 us-gaap:UnsecuredDebtMember 2022-12-31 0000100517 ual:PayrollSupportProgram2And3PSP23NoteMember 2021-01-01 2021-12-31 0000100517 ual:PayrollSupportProgram23PSP23WarrantsMember 2021-01-01 2021-12-31 0000100517 us-gaap:EmployeeSeveranceMember ual:VoluntarySeparationLeaveVSLProgramsMember 2021-01-01 2021-12-31 0000100517 ual:AirbusA319Boeing737700Member 2021-01-01 2021-12-31 0000100517 ual:AirbusA319sMember 2021-12-31 0000100517 ual:Boeing737700Member 2021-12-31 0000100517 ual:EmbraerEMB145LRMember 2021-01-01 2021-12-31 0000100517 us-gaap:EmployeeSeveranceMember ual:VoluntarySeparationLeaveVSLProgramsMember ual:FullTimeEmployeesMember 2021-01-01 2021-12-31 0000100517 us-gaap:EmployeeSeveranceMember ual:VoluntarySeparationLeaveVSLProgramsMember ual:PartTimeEmployeesMember 2021-01-01 2021-12-31 0000100517 ual:PayrollSupportProgram2And3PSP23NoteMember 2020-01-01 2020-12-31 0000100517 us-gaap:UseRightsMember 2020-01-01 2020-12-31 0000100517 srt:B757200Member 2020-01-01 2020-12-31 0000100517 srt:B757200Member 2020-12-31 0000100517 us-gaap:AllowanceForCreditLossMember ual:UalAndUnitedMember 2021-12-31 0000100517 us-gaap:AllowanceForCreditLossMember ual:UalAndUnitedMember 2022-01-01 2022-12-31 0000100517 us-gaap:AllowanceForCreditLossMember ual:UalAndUnitedMember 2022-12-31 0000100517 us-gaap:AllowanceForCreditLossMember ual:UalAndUnitedMember 2020-12-31 0000100517 us-gaap:AllowanceForCreditLossMember ual:UalAndUnitedMember 2021-01-01 2021-12-31 0000100517 us-gaap:AllowanceForCreditLossMember ual:UalAndUnitedMember 2019-12-31 0000100517 us-gaap:AllowanceForCreditLossMember ual:UalAndUnitedMember 2020-01-01 2020-12-31 0000100517 us-gaap:InventoryValuationReserveMember ual:UalAndUnitedMember 2021-12-31 0000100517 us-gaap:InventoryValuationReserveMember ual:UalAndUnitedMember 2022-01-01 2022-12-31 0000100517 us-gaap:InventoryValuationReserveMember ual:UalAndUnitedMember 2022-12-31 0000100517 us-gaap:InventoryValuationReserveMember ual:UalAndUnitedMember 2020-12-31 0000100517 us-gaap:InventoryValuationReserveMember ual:UalAndUnitedMember 2021-01-01 2021-12-31 0000100517 us-gaap:InventoryValuationReserveMember ual:UalAndUnitedMember 2019-12-31 0000100517 us-gaap:InventoryValuationReserveMember ual:UalAndUnitedMember 2020-01-01 2020-12-31 0000100517 us-gaap:AllowanceForNotesReceivableMember ual:UalAndUnitedMember 2021-12-31 0000100517 us-gaap:AllowanceForNotesReceivableMember ual:UalAndUnitedMember 2022-01-01 2022-12-31 0000100517 us-gaap:AllowanceForNotesReceivableMember ual:UalAndUnitedMember 2022-12-31 0000100517 us-gaap:AllowanceForNotesReceivableMember ual:UalAndUnitedMember 2020-12-31 0000100517 us-gaap:AllowanceForNotesReceivableMember ual:UalAndUnitedMember 2021-01-01 2021-12-31 0000100517 us-gaap:AllowanceForNotesReceivableMember ual:UalAndUnitedMember 2019-12-31 0000100517 us-gaap:AllowanceForNotesReceivableMember ual:UalAndUnitedMember 2020-01-01 2020-12-31 0000100517 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember ual:UalAndUnitedMember 2021-12-31 0000100517 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember ual:UalAndUnitedMember 2022-01-01 2022-12-31 0000100517 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember ual:UalAndUnitedMember 2022-12-31 0000100517 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember ual:UalAndUnitedMember 2020-12-31 0000100517 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember ual:UalAndUnitedMember 2021-01-01 2021-12-31 0000100517 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember ual:UalAndUnitedMember 2019-12-31 0000100517 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember ual:UalAndUnitedMember 2020-01-01 2020-12-31 iso4217:USD shares iso4217:USD shares ual:segment ual:plan pure ual:regional_carrier ual:aircraft ual:aircraft_commitment ual:option ual:employee ual:technician ual:numberOfEmployees ual:plane FY false 2022 0000100517 0000319687 http://fasb.org/us-gaap/2022#AccountingStandardsUpdate201613Member http://fasb.org/us-gaap/2022#AccountingStandardsUpdate201613Member P1Y http://fasb.org/us-gaap/2022#RestructuringSettlementAndImpairmentProvisions http://fasb.org/us-gaap/2022#RestructuringSettlementAndImpairmentProvisions 10-K true 2022-12-31 --12-31 false 001-06033 United Airlines Holdings, Inc. DE 36-2675207 233 South Wacker Drive, Chicago, IL 60606 (872) 825-4000 001-10323 United Airlines, Inc. DE 74-2099724 233 South Wacker Drive, Chicago, IL 60606 (872) 825-4000 Common Stock, $0.01 par value UAL NASDAQ Preferred Stock Purchase Rights Yes Yes No No Yes Yes Yes Yes Large Accelerated Filer false false Non-accelerated Filer false false true false false false 11500000000 327092997 1000 Certain information required by Items 10, 11, 12 and 13 of Part III of this Form 10-K is incorporated by reference for United Airlines Holdings, Inc. from its definitive proxy statement for its 2023 Annual Meeting of Stockholders. 6700000000 40032000000 20197000000 11805000000 2171000000 2349000000 1648000000 2752000000 2088000000 1902000000 44955000000 24634000000 15355000000 13113000000 5755000000 3153000000 11466000000 9566000000 9522000000 2576000000 2416000000 2127000000 2456000000 2485000000 2488000000 2299000000 2147000000 2039000000 2153000000 1316000000 858000000 1535000000 677000000 459000000 252000000 228000000 198000000 140000000 -3367000000 -2616000000 6628000000 4433000000 3486000000 42618000000 25656000000 21714000000 2337000000 -1022000000 -6359000000 1778000000 1657000000 1063000000 298000000 36000000 50000000 105000000 80000000 71000000 20000000 -34000000 -194000000 8000000 40000000 -1327000000 -1347000000 -1535000000 -2463000000 990000000 -2557000000 -8822000000 253000000 -593000000 -1753000000 737000000 -1964000000 -7069000000 2.26 -6.10 -6.10 -25.30 -25.30 2.23 -6.10 -6.10 -25.30 -25.30 737000000 -1964000000 -7069000000 -1145000000 -199000000 421000000 -28000000 -2000000 0 1117000000 197000000 -421000000 1854000000 -1767000000 -7490000000 7166000000 18283000000 9248000000 123000000 45000000 37000000 11000000 28000000 1801000000 1663000000 610000000 546000000 1109000000 983000000 689000000 745000000 20058000000 21834000000 42775000000 39584000000 9334000000 8764000000 2820000000 2215000000 54929000000 50563000000 20481000000 18489000000 34448000000 32074000000 3889000000 4645000000 4527000000 4527000000 1472000000 1544000000 2762000000 2803000000 210000000 213000000 91000000 659000000 21000000 622000000 1373000000 1420000000 8963000000 9622000000 67358000000 68175000000 3395000000 2562000000 1971000000 2121000000 7555000000 6354000000 2693000000 2239000000 2911000000 3002000000 23000000 834000000 561000000 556000000 104000000 76000000 779000000 560000000 19992000000 18304000000 28283000000 30361000000 4459000000 5152000000 115000000 219000000 3982000000 4043000000 747000000 1920000000 671000000 1000000000 844000000 863000000 1369000000 1284000000 7613000000 9110000000 0 0 0.01 0.01 1000000000 1000000000 326930321 323810825 4000000 4000000 8986000000 9156000000 3534000000 3814000000 1265000000 625000000 175000000 -942000000 6896000000 5029000000 67358000000 68175000000 737000000 -1964000000 -7069000000 248000000 -583000000 -1741000000 2456000000 2485000000 2488000000 16000000 32000000 1448000000 20000000 -34000000 -194000000 156000000 171000000 94000000 218000000 222000000 226000000 158000000 448000000 -135000000 86000000 292000000 -484000000 1200000000 1521000000 14000000 393000000 307000000 699000000 796000000 985000000 -1079000000 110000000 -403000000 -26000000 6066000000 2067000000 -4133000000 4819000000 2107000000 1727000000 11232000000 68000000 552000000 2084000000 397000000 2319000000 207000000 107000000 6000000 69000000 1000000 -4000000 -13829000000 -1672000000 50000000 736000000 11096000000 15676000000 4011000000 5205000000 4449000000 0 0 353000000 0 532000000 2103000000 -74000000 -27000000 -20000000 -3349000000 6396000000 12957000000 -11112000000 6791000000 8874000000 18533000000 11742000000 2868000000 7421000000 18533000000 11742000000 19000000 814000000 1968000000 137000000 771000000 198000000 103000000 295000000 0 -84000000 123000000 527000000 1573000000 1424000000 874000000 8000000 0 -29000000 251200000 3000000 6129000000 -3599000000 9716000000 -718000000 11531000000 -7069000000 -7069000000 -421000000 -421000000 97000000 97000000 64600000 1000000 2102000000 2103000000 4400000 342000000 342000000 400000 -59000000 44000000 -4000000 -19000000 97000000 97000000 -17000000 -17000000 311800000 4000000 8366000000 -3897000000 2626000000 -1139000000 5960000000 -1964000000 -1964000000 197000000 197000000 232000000 232000000 99000000 99000000 11000000.0 532000000 532000000 1000000.0 -73000000 83000000 -37000000 -27000000 323800000 4000000 9156000000 -3814000000 625000000 -942000000 5029000000 737000000 737000000 1117000000 1117000000 86000000 86000000 3100000 -256000000 280000000 -97000000 -73000000 326900000 4000000 8986000000 -3534000000 1265000000 175000000 6896000000 40032000000 20197000000 11805000000 2171000000 2349000000 1648000000 2752000000 2088000000 1902000000 44955000000 24634000000 15355000000 13113000000 5755000000 3153000000 11466000000 9566000000 9522000000 2576000000 2416000000 2127000000 2456000000 2485000000 2488000000 2299000000 2147000000 2039000000 2153000000 1316000000 858000000 1535000000 677000000 459000000 252000000 228000000 198000000 140000000 -3367000000 -2616000000 6626000000 4431000000 3484000000 42616000000 25654000000 21712000000 2339000000 -1020000000 -6357000000 1778000000 1657000000 1063000000 298000000 36000000 50000000 105000000 80000000 71000000 20000000 -34000000 -194000000 8000000 40000000 -1327000000 -1347000000 -1535000000 -2463000000 992000000 -2555000000 -8820000000 253000000 -593000000 -1753000000 739000000 -1962000000 -7067000000 739000000 -1962000000 -7067000000 -1145000000 -199000000 421000000 -28000000 -2000000 0 1117000000 197000000 -421000000 1856000000 -1765000000 -7488000000 7166000000 18283000000 9248000000 123000000 45000000 37000000 11000000 28000000 1801000000 1663000000 610000000 546000000 1109000000 983000000 689000000 745000000 20058000000 21834000000 42775000000 39584000000 9334000000 8764000000 2820000000 2215000000 54929000000 50563000000 20481000000 18489000000 34448000000 32074000000 3889000000 4645000000 4527000000 4527000000 1472000000 1544000000 2762000000 2803000000 210000000 213000000 62000000 631000000 21000000 622000000 1373000000 1420000000 8934000000 9594000000 67329000000 68147000000 3395000000 2562000000 1971000000 2121000000 7555000000 6354000000 2693000000 2239000000 2911000000 3002000000 23000000 834000000 561000000 556000000 104000000 76000000 781000000 563000000 19994000000 18307000000 28283000000 30361000000 4459000000 5152000000 115000000 219000000 3982000000 4043000000 747000000 1920000000 671000000 1000000000 844000000 863000000 1369000000 1284000000 7613000000 9110000000 0.01 0.01 1000 1000 1000 1000 1000 1000 0 0 403000000 317000000 3716000000 2977000000 175000000 -942000000 2571000000 2646000000 6865000000 4998000000 67329000000 68147000000 739000000 -1962000000 -7067000000 248000000 -583000000 -1741000000 2456000000 2485000000 2488000000 16000000 32000000 1448000000 20000000 -34000000 -194000000 156000000 171000000 94000000 218000000 222000000 226000000 158000000 448000000 -135000000 76000000 28000000 14000000 86000000 293000000 -484000000 1200000000 1521000000 14000000 393000000 307000000 699000000 796000000 985000000 -1079000000 110000000 -403000000 -26000000 5992000000 2040000000 -4145000000 4819000000 2107000000 1727000000 11232000000 68000000 552000000 2084000000 397000000 2319000000 207000000 107000000 6000000 69000000 1000000 -4000000 -13829000000 -1672000000 50000000 736000000 11096000000 15676000000 4011000000 5205000000 4449000000 0 532000000 2103000000 0 0 353000000 0 0 -2000000 -3275000000 6423000000 12975000000 -11112000000 6791000000 8880000000 18533000000 11742000000 2862000000 7421000000 18533000000 11742000000 19000000 814000000 1968000000 137000000 771000000 198000000 103000000 295000000 0 -84000000 123000000 527000000 1573000000 1424000000 874000000 8000000 0 -29000000 0 12353000000 -718000000 -143000000 11492000000 -7067000000 -7067000000 -421000000 -421000000 12000000 330000000 342000000 97000000 97000000 -17000000 -17000000 2103000000 2103000000 -83000000 -83000000 85000000 4939000000 -1139000000 2043000000 5928000000 -1962000000 -1962000000 197000000 197000000 232000000 232000000 532000000 532000000 -71000000 -71000000 317000000 2977000000 -942000000 2646000000 4998000000 739000000 739000000 1117000000 1117000000 86000000 86000000 75000000 75000000 403000000 3716000000 175000000 2571000000 6865000000 <div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Overview</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">United Airlines Holdings, Inc. (together with its consolidated subsidiaries, "UAL" or the "Company") is a holding company and its wholly-owned subsidiary is United Airlines, Inc. (together with its consolidated subsidiaries, "United"). As UAL consolidates United for financial statement purposes, disclosures that relate to activities of United also apply to UAL, unless otherwise noted. United's operating revenues and operating expenses comprise nearly 100% of UAL's revenues and operating expenses. In addition, United comprises approximately the entire balance of UAL's assets, liabilities and operating cash flows. When appropriate, UAL and United are named specifically for their individual contractual obligations and related disclosures and any significant differences between the operations and results of UAL and United are separately disclosed and explained. We sometimes use the words "we," "our," "us," and the "Company" in this report for disclosures that relate to all of UAL and United.</span></div> SIGNIFICANT ACCOUNTING POLICIES<div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt;text-indent:-36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(a)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:24.91pt">Use of Estimates—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt;text-indent:-36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(b)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:24.34pt">Revenue Recognitio</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">n—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Passenger revenue is recognized when transportation is provided and Cargo revenue is recognized when shipments arrive at their destination. Other operating revenue is recognized as the related performance obligations are satisfied.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Passenger tickets and related ancillary services sold by the Company for flights are purchased primarily via credit card transactions, with payments collected by the Company in advance of the performance of related services. The Company initially records ticket sales in its Advance ticket sales liability, deferring revenue recognition until the travel occurs. For travel that has more than one flight segment, the Company deems each segment as a separate performance obligation and recognizes revenue for each segment as travel occurs. Tickets sold by other airlines where the Company provides the transportation are recognized as passenger revenue at the estimated value to be billed to the other airline when travel is provided. Differences between amounts billed and the actual amounts may be rejected and rebilled or written off if the amount recorded was different from the original estimate. When necessary, the Company records a reserve against its billings and payables with other airlines based on historical experience.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company sells certain tickets with connecting flights with one or more segments operated by its other airline partners. For segments operated by its other airline partners, the Company has determined that it is acting as an agent on behalf of the other airlines as they are responsible for their portion of the contract (i.e. transportation of the passenger). The Company, as the agent, recognizes revenue within Other operating revenue at the time of the travel for the net amount representing commission to be retained by the Company for any segments flown by other airlines.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">Refundable tickets expire after one year from the date of issuance. Non-refundable tickets generally expire on the date of the intended travel, unless the date is extended by notification from the customer on or before the intended travel date.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">United initially capitalizes the costs of selling airline travel tickets and then recognizes those costs as Distribution expense at the time of travel. Passenger ticket costs include credit card fees, travel agency and other commissions paid, as well as global distribution systems booking fees.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Advance Ticket Sales.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Advance ticket sales represent the Company's liability to provide air transportation in the future. All tickets sold at any given point in time have travel dates through the next 12 months. The Company defers amounts related to future travel in its Advance ticket sales liability account. The Company's Advance ticket sales liability also includes credits issued to customers for future flights ("FFCs") and electronic travel certificates ("ETCs"), primarily for ticket cancellations, which can be applied towards a purchase of a new ticket. FFCs and ETCs are valid up to one year from the date of issuance; however, all credits issued on or before December 31, 2022 have been extended to December 31, 2023.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company estimates the value of Advance ticket sales that will expire unused ("breakage") and recognizes revenue in proportion to the usage of the related tickets. To determine breakage, the Company uses its historical experience with expired tickets and certificates and other facts, such as recent aging trends, program changes and modifications that could affect the ultimate expiration patterns. Given the uncertainty of travel demand caused by the COVID-19 pandemic, changes in our estimates of FFCs and ETCs that may expire unused could have a material impact on revenue. Changes in estimates of breakage are recognized prospectively in proportion to the remaining usage of the related tickets.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In the years ended December 31, 2022, 2021 and 2020, the Company recognized approximately $3.3 billion, $1.8 billion and $3.0 billion, respectively, of passenger revenue for tickets that were included in Advance ticket sales at the beginning of those periods.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Revenue by Geography.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The Company further disaggregates revenue by geographic regions. The Company deploys its aircraft across its route network through a single route scheduling system to maximize its value. When making resource allocation decisions, the Company's chief operating decision maker evaluates flight profitability data, which considers aircraft type and route economics. The Company's chief operating decision maker makes resource allocation decisions to maximize the Company's consolidated financial results. Operating segments are defined as components of an enterprise with separate financial information, which are evaluated regularly by the chief operating decision maker and are used in resource allocation and performance assessments. Managing the Company as one segment allows management the opportunity to maximize the value of its route network.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's operating revenue by principal geographic region (as defined by the U.S. Department of Transportation) for the years ended December 31 is presented in the table below (in millions):</span></div><div style="margin-top:9pt;padding-left:36pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:91.520%"><tr><td style="width:1.0%"/><td style="width:55.928%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.598%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.797%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.598%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.318%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.598%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.163%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Domestic (U.S. and Canada)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">28,474 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,845 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,911 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Atlantic (including Africa, India and Middle East destinations)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,072 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,414 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,226 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Pacific</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,927 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,507 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,706 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Latin America</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,482 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,868 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,512 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">44,955 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24,634 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,355 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:5pt;margin-top:4pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company attributes revenue among the geographic areas based upon the origin and destination of each flight segment. The Company's operations involve an insignificant level of revenue-producing assets in geographic regions as the overwhelming majority of the Company's revenue-producing assets (primarily U.S. registered aircraft) can be deployed in any of its geographic regions.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Ancillary Fees.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company charges fees, separately from ticket sales, for certain ancillary services that are directly related to passengers' travel, such as baggage fees, premium seat fees, inflight amenities fees, and other ticket-related fees. These ancillary fees are part of the travel performance obligation and, as such, are recognized as passenger revenue when the travel occurs. The Company recorded $3.4 billion, $2.2 billion and $1.3 billion of ancillary fees within passenger revenue in the years ended December 31, 2022, 2021 and 2020, respectively.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt;text-indent:-36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(c)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:24.91pt">Ticket Taxes—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Certain governmental taxes are imposed on the Company's ticket sales through a fee included in ticket prices. The Company collects these fees and remits them to the appropriate government agency. These fees are recorded on a net basis and, as a result, are excluded from revenue.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt;text-indent:-36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(d)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:24.34pt">Frequent Flyer Accounting—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">United's MileagePlus loyalty program builds customer loyalty by offering awards, benefits and services to program participants. Members in this program earn miles for travel on United, United Express, Star Alliance members and certain other airlines that participate in the program. Members can also earn miles by purchasing goods and services from our network of non-airline partners. We have contracts to sell miles to these partners with the terms extending from <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjVjMjIzNjRmMTM5NTQ0NmRhNjFiNzM5NmNlNmQzNTNjL3NlYzo1YzIyMzY0ZjEzOTU0NDZkYTYxYjczOTZjZTZkMzUzY18xMTIvZnJhZzowZTFmOTRiYzgwYjc0NWYzYTMzMjI5ZGYwN2Y4NDA4My90ZXh0cmVnaW9uOjBlMWY5NGJjODBiNzQ1ZjNhMzMyMjlkZjA3Zjg0MDgzXzc1NDA_a90adff8-4921-4537-aa1c-b360d97c9a8c">one</span> to seven years. These partners include domestic and international credit card issuers, retail merchants, hotels, car rental companies and our participating airline partners. Miles can be redeemed for free (other than taxes and government-imposed fees), discounted or upgraded air travel and non-travel awards.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Miles Earned in Conjunction with Travel.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> When frequent flyers earn miles for flights, the Company recognizes a portion of the ticket sales as revenue when the travel occurs and defers a portion of the ticket sale representing the value of the related miles as a separate performance obligation. The Company determines the estimated selling price of travel and miles as if each element is sold on a separate basis. The total consideration from each ticket sale is then allocated to each of these elements, individually, on a pro-rata basis. At the time of travel, the Company records the </span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">portion allocated to the miles to Frequent flyer deferred revenue on the Company's consolidated balance sheet and subsequently recognizes it into revenue when miles are redeemed for air travel and non-air travel awards.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:115%">Estimated Selling Price of Miles</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">. The Company's estimated selling price of miles is based on an equivalent ticket value, which incorporates the expected redemption of miles, as the best estimate of selling price for these miles. The equivalent ticket value is based on the prior 12 months' weighted average equivalent ticket value of similar fares as those used to settle award redemptions while taking into consideration such factors as redemption pattern, cabin class, loyalty status and geographic region. The estimated selling price of miles is adjusted by breakage that considers a number of factors, including redemption patterns of various customer groups.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Estimate of Miles Not Expected to be Redeemed ("Breakage")</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">. The Company's breakage model is based on the assumption that the likelihood that an account will redeem its miles can be estimated based on a consideration of the account's historical behavior. The Company uses a logit regression model to estimate the probability that an account will redeem its current miles balance. The Company reviews its breakage estimates annually based upon the latest available information. The Company's estimate of the expected breakage of miles requires management judgment and current and future changes to breakage assumptions, or to program rules and program redemption opportunities, may result in material changes to the deferred revenue balance as well as recognized revenues from the program. For the portion of the outstanding miles that we estimate will not be redeemed, we recognize the associated value proportionally as the remaining miles are redeemed.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Co-Brand Agreement</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">. United has a contract (the "Co-Brand Agreement") to sell MileagePlus miles to its co-branded credit card partner JPMorgan Chase Bank USA, N.A. ("Chase"). Chase awards miles to MileagePlus members based on their credit card activity. United identified the following significant separately identifiable performance obligations in the Co-Brand Agreement:</span></div><div style="margin-bottom:5pt;margin-top:5pt;padding-left:81pt;text-indent:-13.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:10pt">MileagePlus miles awarded – United has a performance obligation to provide MileagePlus cardholders with miles to be used for air travel and non-travel award redemptions. The Company records Passenger revenue related to the travel awards when the transportation is provided and records Other revenue related to the non-travel awards when the goods or services are delivered. The Company records the cost associated with non-travel awards in Other operating revenue, as an agent.</span></div><div style="margin-bottom:5pt;margin-top:5pt;padding-left:81pt;text-indent:-13.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:10pt">Marketing – United has a performance obligation to provide Chase access to United's customer list and the use of United's brand. Marketing revenue is recorded to Other operating revenue as miles are delivered to Chase.</span></div><div style="margin-bottom:5pt;margin-top:5pt;padding-left:81pt;text-indent:-13.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:10pt">Advertising – United has a performance obligation to provide advertising in support of the MileagePlus card in various customer contact points such as United's website, email promotions, direct mail campaigns, airport advertising and in-flight advertising. Advertising revenue is recorded to Other operating revenue as miles are delivered to Chase.</span></div><div style="margin-bottom:5pt;margin-top:5pt;padding-left:81pt;text-indent:-13.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:10pt">Other travel-related benefits – United's performance obligations are comprised of various items such as waived bag fees, seat upgrades and lounge passes. Lounge passes are recorded to Other operating revenue as customers use the lounge passes. Bag fees and seat upgrades are recorded to Passenger revenue at the time of the associated travel.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We account for all the payments received under the Co-Brand Agreement by allocating them to the separately identifiable performance obligations. The fair value of the separately identifiable performance obligations is determined using management's estimated selling price of each component. The objective of using the estimated selling price based methodology is to determine the price at which we would transact a sale if the product or service were sold on a stand-alone basis. Accordingly, we determine our best estimate of selling price by considering multiple inputs and methods including, but not limited to, discounted cash flows, brand value, volume discounts, published selling prices, number of miles awarded and number of miles redeemed. The Company estimated the selling prices and volumes over the term of the Co-Brand Agreement, at the inception of the contract, in order to determine the allocation of proceeds to each of the components to be delivered. We also evaluate volumes on an annual basis, which may result in a change in the allocation of the estimated consideration from the Co-Brand Agreement on a prospective basis.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Frequent Flyer Deferred Revenue.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Miles in MileagePlus members' accounts are combined into one homogeneous pool and are thus not separately identifiable, for award redemption purposes, between miles earned in the current period and those in their beginning balance. Of the miles expected to be redeemed, the Company expects the majority of these miles to be redeemed within two years. The table below presents a roll forward of Frequent flyer deferred revenue (in millions):</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:88.888%"><tr><td style="width:1.0%"/><td style="width:69.130%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.373%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.622%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.375%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Twelve Months Ended<br/>December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total Frequent flyer deferred revenue - beginning balance</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,282 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,975 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total miles awarded</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,558 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,545 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Travel miles redeemed</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,079)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,171)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-travel miles redeemed</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(86)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(67)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total Frequent flyer deferred revenue - ending balance</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,675 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,282 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In the years ended December 31, 2022, 2021 and 2020, the Company recognized, in Other operating revenue, $2.4 billion, $1.8 billion and $1.7 billion, respectively, related to the marketing, advertising, non-travel miles redeemed (net of related costs) and other travel-related benefits of the mileage revenue associated with our various partner agreements including, but not limited to, our Co-Brand Agreement. The portion related to the MileagePlus miles awarded of the total amounts received is deferred and presented in the table above as an increase to the frequent flyer liability. We determine the current portion of our frequent flyer liability based on expected redemptions in the next 12 months.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt;text-indent:-36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(e)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:24.91pt">Cash and Cash Equivalents and Restricted Cash—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Highly liquid investments with a maturity of three months or less on their acquisition date are classified as cash and cash equivalents. Restricted cash is classified as short-term or long-term in the consolidated balance sheets based on the expected timing of return of the assets to the Company or payment to an outside party.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Restricted cash-current—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The December 31, 2022 balance includes amounts to be used for the payment of fees, principal and interest on the $6.1 billion of senior secured notes and a secured term loan facility (the "MileagePlus Financing") secured by substantially all of the assets of Mileage Plus Holdings, LLC ("MPH"), a direct wholly-owned subsidiary of United.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Restricted cash-non-current—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The December 31, 2022 balance</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">primarily includes collateral associated with the MileagePlus Financing, collateral for letters of credit and collateral associated with facility leases and other insurance-related obligations.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the statements of consolidated cash flows (in millions):</span></div><div style="margin-top:9pt;padding-left:72pt;text-indent:-36pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:91.959%"><tr><td style="width:1.0%"/><td style="width:68.216%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.597%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.594%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.597%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.594%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.602%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">At December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current assets:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash and cash equivalents</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,166 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,283 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,269 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restricted cash</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">37 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">255 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other assets:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restricted cash</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">210 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">213 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">218 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total cash, cash equivalents and restricted cash shown in the statement of consolidated cash flows</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,421 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,533 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,742 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt;text-indent:-36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(f)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:26.01pt">Investments—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Debt investments are classified as available-for-sale and are stated at fair value. Realized gains and losses on sales of these investments are reflected in Miscellaneous, net in the consolidated statements of operations. Unrealized gains and losses on available-for-sale debt securities are reflected as a component of accumulated other comprehensive income (loss). Equity investments are accounted for under the equity method if we are able to exercise significant influence over an investee. Equity investments for which we do not have significant influence are recorded at fair value or at cost, if fair value is not readily determinable, with adjustments for observable changes in price or impairments (referred to as the measurement alternative). Changes in fair value are recorded in Unrealized gains (losses) on investments, net in the consolidated statements of operations. See Note 8 of this report for additional information related to investments.</span></div><div style="padding-left:36pt;text-indent:-36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:112%">(g)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:112%;padding-left:24.34pt">Securities received in connection with purchase agreements—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:112%">The Company accounts for the value of securities received from vendors as deferred credits that will generally be recognized as a reduction to the cost of the asset received in future periods.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt;text-indent:-36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(h)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:24.34pt">Accounts Receivable—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Accounts receivable primarily consist of amounts due from credit card companies, non-airline partners, and cargo customers. We provide an allowance for credit losses expected to be incurred. We base our allowance on various factors including, but not limited to, aging, payment history, write-offs, macro-economic indicators and other credit monitoring indicators. Credit loss expense and write-offs related to trade receivables were not material for the years ended December 31, 2022 and 2021.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt;text-indent:-36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(i)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:26.57pt">Aircraft Fuel, Spare Parts and Supplies—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company accounts for aircraft fuel, spare parts and supplies at average cost and provides an obsolescence allowance for aircraft spare parts with an assumed residual value of 10% of original cost.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt;text-indent:-36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(j)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:26.57pt">Property and Equipment—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company records additions to owned operating property and equipment at cost when acquired. Property under finance leases and the related obligation for future lease payments are recorded at an amount equal to the initial present value of those lease payments. Modifications that enhance the operating performance or extend the useful lives of airframes or engines are capitalized as property and equipment. We periodically receive credits in connection with the acquisition of aircraft and engines including those related to contractual damages related to delays in delivery. These credits are deferred until the aircraft and engines are delivered and then applied as a reduction to the cost of the related equipment.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Depreciation and amortization of owned depreciable assets is based on the straight-line method over the assets' estimated useful lives. Leasehold improvements are amortized over the remaining term of the lease, including estimated facility renewal options when renewal is reasonably certain at key airports, or the estimated useful life of the related asset, whichever is less. Properties under finance leases are amortized using the straight-line method over the life of the lease or, in the case of certain aircraft, over their estimated useful lives, whichever is shorter. Amortization of finance lease assets is included in depreciation and amortization expense. The estimated useful lives of property and equipment are as follows:</span></div><div style="margin-top:9pt;padding-left:36pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:93.421%"><tr><td style="width:1.0%"/><td style="width:67.757%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.051%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:28.792%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Estimated Useful Life (in years)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Aircraft, spare engines and related rotable parts</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:middle"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25 to 30</span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Aircraft seats</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10 to 15</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Buildings</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25 to 45</span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other property and equipment</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 to 15</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Computer software</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 to 15</span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Building improvements</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 to 40</span></div></td></tr></table></div><div style="margin-bottom:5pt;margin-top:4pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2022 and 2021, the Company had a carrying value of computer software of $471 million and $499 million, respectively. For the years ended December 31, 2022, 2021 and 2020, the Company's amortization expense related to computer software was $166 million, $182 million and $172 million, respectively. Aircraft, spare engines and related rotable parts were assumed to have residual values of approximately 10% of original cost, and other categories of property and equipment were assumed to have no residual value.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt;text-indent:-36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(k)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:24.34pt">Long-Lived Asset Impairments—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company evaluates the carrying value of long-lived assets subject to amortization whenever events or changes in circumstances indicate that an impairment may exist. For purposes of this testing, the Company has generally identified the aircraft fleet type as the lowest level of identifiable cash flows for its mainline fleet and the contract level for its regional fleet under capacity purchase agreements ("CPAs"). An impairment charge is recognized when the asset's carrying value exceeds its net undiscounted future cash flows. The amount of the charge is the difference between the asset's carrying value and fair market value.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company recorded impairment charges related to certain of its aircraft, related engines and spare parts of $97 million and $94 million for the years ended December 31, 2021 and 2020, respectively. See Note 13 of this report for additional information related to <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjVjMjIzNjRmMTM5NTQ0NmRhNjFiNzM5NmNlNmQzNTNjL3NlYzo1YzIyMzY0ZjEzOTU0NDZkYTYxYjczOTZjZTZkMzUzY18xMTIvZnJhZzowZTFmOTRiYzgwYjc0NWYzYTMzMjI5ZGYwN2Y4NDA4My90ZXh0cmVnaW9uOjBlMWY5NGJjODBiNzQ1ZjNhMzMyMjlkZjA3Zjg0MDgzXzQzOTgwNDY1NDUwMTY_36f1dbaf-c004-491c-9977-eef77e5c9342"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjVjMjIzNjRmMTM5NTQ0NmRhNjFiNzM5NmNlNmQzNTNjL3NlYzo1YzIyMzY0ZjEzOTU0NDZkYTYxYjczOTZjZTZkMzUzY18xMTIvZnJhZzowZTFmOTRiYzgwYjc0NWYzYTMzMjI5ZGYwN2Y4NDA4My90ZXh0cmVnaW9uOjBlMWY5NGJjODBiNzQ1ZjNhMzMyMjlkZjA3Zjg0MDgzXzQzOTgwNDY1NDUwMTY_c9ba2709-857e-407e-986a-daaa7c52a394">impairments</span></span>.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt;text-indent:-36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(l)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:26.57pt">Intangibles—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company has finite-lived and indefinite-lived intangible assets, including goodwill. Finite-lived intangible assets are amortized over their estimated useful lives. Goodwill and indefinite-lived intangible assets are not amortized but are reviewed for impairment on an annual basis as of October 1, or more frequently if events or circumstances indicate that the asset may be impaired.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We value goodwill and indefinite-lived intangible assets primarily using market and income approach valuation techniques. These measurements include the following key assumptions: (1) forecasted revenues, expenses and cash flows, (2) terminal period revenue growth and cash flows, (3) an estimated weighted average cost of capital, (4) </span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">assumed discount rates depending on the asset and (5) a tax rate. These assumptions are consistent with those that hypothetical market participants would use. Because we are required to make estimates and assumptions when evaluating goodwill and indefinite-lived intangible assets for impairment, actual transaction amounts may differ materially from these estimates.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In 2022, the Company evaluated its intangible assets for possible impairments. For the Company's China route authority, the Company performed a quantitative assessment which involved determining the fair value of the asset and comparing that amount to the asset's carrying value. For all other intangible assets, the Company performed a qualitative assessment of whether it was more likely than not that an impairment had occurred. To determine fair value, the Company used discounted cash flow methods appropriate for each asset. Key inputs into the models included forecasted capacity, revenues, fuel costs, other operating costs and an overall discount rate. The assumptions used for future projections include that demand will continue to recover. These assumptions are inherently uncertain as they relate to future events and circumstances. See Note 13 of this report for additional information related to impairments.    </span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents information about the Company's goodwill and other intangible assets at December 31 (in millions):</span></div><div style="margin-top:5pt;padding-left:36pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:95.760%"><tr><td style="width:1.0%"/><td style="width:43.938%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.563%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.877%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.563%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.877%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.563%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.877%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.563%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.879%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Gross <br/>Carrying<br/>Amount</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Accumulated<br/>Amortization</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Gross <br/>Carrying<br/>Amount</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Accumulated<br/>Amortization</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Goodwill</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,527 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,527 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr style="height:9pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Indefinite-lived intangible assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Route authorities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,020 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,020 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Airport slots</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">574 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">574 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Tradenames and logos</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">593 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">593 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Alliances</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">404 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">404 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 48.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,591 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,591 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr style="height:15pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finite-lived intangible assets</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Frequent flyer database</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,177 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,040 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,177 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,008 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Hubs</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">145 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">124 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">145 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">118 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Contracts</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">120 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">120 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">314 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">301 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">314 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">298 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 48.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,643 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,472 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,756 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,544 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:5pt;margin-top:4pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Amortization expense in 2022, 2021 and 2020 was $41 million, $49 million and $55 million, respectively. Projected amortization expense in 2023, 2024, 2025, 2026 and 2027 is $37 million, $32 million, $28 million, $18 million and $11 million, respectively.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt;text-indent:-36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(m)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:21.57pt">Labor Costs—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company records expenses associated with new or amendable labor agreements when the amounts are probable and estimable. These could include costs associated with retro-active lump sum cash payments made in conjunction with the ratification of labor agreements. To the extent these upfront costs are in lieu of future pay increases, they would be capitalized and amortized over the term of the labor agreements. If not, these amounts would be expensed.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt;text-indent:-36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(n)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:24.34pt">Share-Based Compensation—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. The resulting cost is recognized over the period during which an employee is required to provide service in exchange for the award, usually the vesting period. Obligations for cash-settled restricted stock units ("RSUs") are remeasured at fair value throughout the requisite service period at the close of the reporting period based upon UAL's stock price. In addition to the service requirement, certain RSUs have performance metrics that must be achieved prior to vesting. These awards are accrued based on the expected level of achievement at each reporting period. An adjustment is recorded each reporting period to adjust compensation expense based on the then current level of expected performance achievement for the performance-based awards. See Note 4 of this report for additional information on UAL's share-based compensation plans.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt;text-indent:-36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(o)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:24.34pt">Maintenance and Repairs—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The cost of maintenance and repairs, including the cost of minor replacements, is charged to expense as incurred, except for costs incurred under our power-by-the-hour ("PBTH") engine maintenance agreements. PBTH contracts transfer certain risk to third-party service providers and fix the amount we pay per flight hour or per cycle to the service provider in exchange for maintenance and repairs under a predefined maintenance program. Under PBTH agreements, the Company recognizes expense at a level rate per engine hour, unless the level of service effort and the related payments during the period are substantially consistent, in which case the Company recognizes expense based on the amounts paid.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt;text-indent:-36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(p)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:24.34pt">Advertising—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Advertising costs, which are included in Other operating expenses, are expensed as incurred. Advertising expenses were $165 million, $99 million and $87 million for the years ended December 31, 2022, 2021 and 2020, respectively.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt;text-indent:-36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(q)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:24.34pt">Third-Party Business—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company has third-party business activity that includes ground handling, maintenance services, flight academy and frequent flyer award non-travel redemptions. Third-party business revenue is recorded in Other operating revenue. Expenses associated with these third-party business activities are recorded in Other operating expenses, except for non-travel mileage redemption. Non-travel mileage redemption expenses are recorded to Other operating revenue.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt;text-indent:-36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(r)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:26.01pt">Uncertain Income Tax Positions—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company has recorded reserves for income taxes and associated interest that may become payable in future years. Although management believes that its positions taken on income tax matters are reasonable, the Company nevertheless established tax and interest reserves in recognition that various taxing authorities may challenge certain of the positions taken by the Company, potentially resulting in additional liabilities for taxes and interest. The Company's uncertain tax position reserves are reviewed periodically and are adjusted as events occur that affect its estimates, such as the availability of new information, the lapsing of applicable statutes of limitation, the conclusion of tax audits, the measurement of additional estimated liability, the identification of new tax matters, the release of administrative tax guidance affecting its estimates of tax liabilities, or the rendering of relevant court decisions. The Company records penalties and interest relating to uncertain tax positions as part of income tax expense in its consolidated statements of operations. See Note 6 of this report for additional information on UAL's uncertain tax positions.</span></div> <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:24.91pt">Use of Estimates—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates.</span> <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:24.34pt">Revenue Recognitio</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">n—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Passenger revenue is recognized when transportation is provided and Cargo revenue is recognized when shipments arrive at their destination. Other operating revenue is recognized as the related performance obligations are satisfied.</span><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Passenger tickets and related ancillary services sold by the Company for flights are purchased primarily via credit card transactions, with payments collected by the Company in advance of the performance of related services. The Company initially records ticket sales in its Advance ticket sales liability, deferring revenue recognition until the travel occurs. For travel that has more than one flight segment, the Company deems each segment as a separate performance obligation and recognizes revenue for each segment as travel occurs. Tickets sold by other airlines where the Company provides the transportation are recognized as passenger revenue at the estimated value to be billed to the other airline when travel is provided. Differences between amounts billed and the actual amounts may be rejected and rebilled or written off if the amount recorded was different from the original estimate. When necessary, the Company records a reserve against its billings and payables with other airlines based on historical experience.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company sells certain tickets with connecting flights with one or more segments operated by its other airline partners. For segments operated by its other airline partners, the Company has determined that it is acting as an agent on behalf of the other airlines as they are responsible for their portion of the contract (i.e. transportation of the passenger). The Company, as the agent, recognizes revenue within Other operating revenue at the time of the travel for the net amount representing commission to be retained by the Company for any segments flown by other airlines.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">Refundable tickets expire after one year from the date of issuance. Non-refundable tickets generally expire on the date of the intended travel, unless the date is extended by notification from the customer on or before the intended travel date.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">United initially capitalizes the costs of selling airline travel tickets and then recognizes those costs as Distribution expense at the time of travel. Passenger ticket costs include credit card fees, travel agency and other commissions paid, as well as global distribution systems booking fees.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Advance Ticket Sales.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Advance ticket sales represent the Company's liability to provide air transportation in the future. All tickets sold at any given point in time have travel dates through the next 12 months. The Company defers amounts related to future travel in its Advance ticket sales liability account. The Company's Advance ticket sales liability also includes credits issued to customers for future flights ("FFCs") and electronic travel certificates ("ETCs"), primarily for ticket cancellations, which can be applied towards a purchase of a new ticket. FFCs and ETCs are valid up to one year from the date of issuance; however, all credits issued on or before December 31, 2022 have been extended to December 31, 2023.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company estimates the value of Advance ticket sales that will expire unused ("breakage") and recognizes revenue in proportion to the usage of the related tickets. To determine breakage, the Company uses its historical experience with expired tickets and certificates and other facts, such as recent aging trends, program changes and modifications that could affect the ultimate expiration patterns. Given the uncertainty of travel demand caused by the COVID-19 pandemic, changes in our estimates of FFCs and ETCs that may expire unused could have a material impact on revenue. Changes in estimates of breakage are recognized prospectively in proportion to the remaining usage of the related tickets.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In the years ended December 31, 2022, 2021 and 2020, the Company recognized approximately $3.3 billion, $1.8 billion and $3.0 billion, respectively, of passenger revenue for tickets that were included in Advance ticket sales at the beginning of those periods.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Revenue by Geography.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The Company further disaggregates revenue by geographic regions. The Company deploys its aircraft across its route network through a single route scheduling system to maximize its value. When making resource allocation decisions, the Company's chief operating decision maker evaluates flight profitability data, which considers aircraft type and route economics. The Company's chief operating decision maker makes resource allocation decisions to maximize the Company's consolidated financial results. Operating segments are defined as components of an enterprise with separate financial information, which are evaluated regularly by the chief operating decision maker and are used in resource allocation and performance assessments. Managing the Company as one segment allows management the opportunity to maximize the value of its route network.</span></div>The Company attributes revenue among the geographic areas based upon the origin and destination of each flight segment. The Company's operations involve an insignificant level of revenue-producing assets in geographic regions as the overwhelming majority of the Company's revenue-producing assets (primarily U.S. registered aircraft) can be deployed in any of its geographic regions.<span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Ancillary Fees.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%"> </span>The Company charges fees, separately from ticket sales, for certain ancillary services that are directly related to passengers' travel, such as baggage fees, premium seat fees, inflight amenities fees, and other ticket-related fees. These ancillary fees are part of the travel performance obligation and, as such, are recognized as passenger revenue when the travel occurs. P1Y P12M 3300000000 1800000000 3000000000 1 <div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's operating revenue by principal geographic region (as defined by the U.S. Department of Transportation) for the years ended December 31 is presented in the table below (in millions):</span></div><div style="margin-top:9pt;padding-left:36pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:91.520%"><tr><td style="width:1.0%"/><td style="width:55.928%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.598%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.797%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.598%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.318%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.598%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.163%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Domestic (U.S. and Canada)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">28,474 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,845 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,911 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Atlantic (including Africa, India and Middle East destinations)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,072 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,414 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,226 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Pacific</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,927 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,507 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,706 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Latin America</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,482 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,868 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,512 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">44,955 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24,634 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,355 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 28474000000 16845000000 9911000000 9072000000 3414000000 2226000000 2927000000 1507000000 1706000000 4482000000 2868000000 1512000000 44955000000 24634000000 15355000000 3400000000 2200000000 1300000000 <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:24.91pt">Ticket Taxes—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Certain governmental taxes are imposed on the Company's ticket sales through a fee included in ticket prices. The Company collects these fees and remits them to the appropriate government agency. These fees are recorded on a net basis and, as a result, are excluded from revenue.</span> <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:24.34pt">Frequent Flyer Accounting—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">United's MileagePlus loyalty program builds customer loyalty by offering awards, benefits and services to program participants. Members in this program earn miles for travel on United, United Express, Star Alliance members and certain other airlines that participate in the program. Members can also earn miles by purchasing goods and services from our network of non-airline partners. We have contracts to sell miles to these partners with the terms extending from <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjVjMjIzNjRmMTM5NTQ0NmRhNjFiNzM5NmNlNmQzNTNjL3NlYzo1YzIyMzY0ZjEzOTU0NDZkYTYxYjczOTZjZTZkMzUzY18xMTIvZnJhZzowZTFmOTRiYzgwYjc0NWYzYTMzMjI5ZGYwN2Y4NDA4My90ZXh0cmVnaW9uOjBlMWY5NGJjODBiNzQ1ZjNhMzMyMjlkZjA3Zjg0MDgzXzc1NDA_a90adff8-4921-4537-aa1c-b360d97c9a8c">one</span> to seven years. These partners include domestic and international credit card issuers, retail merchants, hotels, car rental companies and our participating airline partners. Miles can be redeemed for free (other than taxes and government-imposed fees), discounted or upgraded air travel and non-travel awards.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Miles Earned in Conjunction with Travel.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> When frequent flyers earn miles for flights, the Company recognizes a portion of the ticket sales as revenue when the travel occurs and defers a portion of the ticket sale representing the value of the related miles as a separate performance obligation. The Company determines the estimated selling price of travel and miles as if each element is sold on a separate basis. The total consideration from each ticket sale is then allocated to each of these elements, individually, on a pro-rata basis. At the time of travel, the Company records the </span><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">portion allocated to the miles to Frequent flyer deferred revenue on the Company's consolidated balance sheet and subsequently recognizes it into revenue when miles are redeemed for air travel and non-air travel awards.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:115%">Estimated Selling Price of Miles</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">. The Company's estimated selling price of miles is based on an equivalent ticket value, which incorporates the expected redemption of miles, as the best estimate of selling price for these miles. The equivalent ticket value is based on the prior 12 months' weighted average equivalent ticket value of similar fares as those used to settle award redemptions while taking into consideration such factors as redemption pattern, cabin class, loyalty status and geographic region. The estimated selling price of miles is adjusted by breakage that considers a number of factors, including redemption patterns of various customer groups.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Estimate of Miles Not Expected to be Redeemed ("Breakage")</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">. The Company's breakage model is based on the assumption that the likelihood that an account will redeem its miles can be estimated based on a consideration of the account's historical behavior. The Company uses a logit regression model to estimate the probability that an account will redeem its current miles balance. The Company reviews its breakage estimates annually based upon the latest available information. The Company's estimate of the expected breakage of miles requires management judgment and current and future changes to breakage assumptions, or to program rules and program redemption opportunities, may result in material changes to the deferred revenue balance as well as recognized revenues from the program. For the portion of the outstanding miles that we estimate will not be redeemed, we recognize the associated value proportionally as the remaining miles are redeemed.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Co-Brand Agreement</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">. United has a contract (the "Co-Brand Agreement") to sell MileagePlus miles to its co-branded credit card partner JPMorgan Chase Bank USA, N.A. ("Chase"). Chase awards miles to MileagePlus members based on their credit card activity. United identified the following significant separately identifiable performance obligations in the Co-Brand Agreement:</span></div><div style="margin-bottom:5pt;margin-top:5pt;padding-left:81pt;text-indent:-13.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:10pt">MileagePlus miles awarded – United has a performance obligation to provide MileagePlus cardholders with miles to be used for air travel and non-travel award redemptions. The Company records Passenger revenue related to the travel awards when the transportation is provided and records Other revenue related to the non-travel awards when the goods or services are delivered. The Company records the cost associated with non-travel awards in Other operating revenue, as an agent.</span></div><div style="margin-bottom:5pt;margin-top:5pt;padding-left:81pt;text-indent:-13.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:10pt">Marketing – United has a performance obligation to provide Chase access to United's customer list and the use of United's brand. Marketing revenue is recorded to Other operating revenue as miles are delivered to Chase.</span></div><div style="margin-bottom:5pt;margin-top:5pt;padding-left:81pt;text-indent:-13.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:10pt">Advertising – United has a performance obligation to provide advertising in support of the MileagePlus card in various customer contact points such as United's website, email promotions, direct mail campaigns, airport advertising and in-flight advertising. Advertising revenue is recorded to Other operating revenue as miles are delivered to Chase.</span></div><div style="margin-bottom:5pt;margin-top:5pt;padding-left:81pt;text-indent:-13.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:10pt">Other travel-related benefits – United's performance obligations are comprised of various items such as waived bag fees, seat upgrades and lounge passes. Lounge passes are recorded to Other operating revenue as customers use the lounge passes. Bag fees and seat upgrades are recorded to Passenger revenue at the time of the associated travel.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We account for all the payments received under the Co-Brand Agreement by allocating them to the separately identifiable performance obligations. The fair value of the separately identifiable performance obligations is determined using management's estimated selling price of each component. The objective of using the estimated selling price based methodology is to determine the price at which we would transact a sale if the product or service were sold on a stand-alone basis. Accordingly, we determine our best estimate of selling price by considering multiple inputs and methods including, but not limited to, discounted cash flows, brand value, volume discounts, published selling prices, number of miles awarded and number of miles redeemed. The Company estimated the selling prices and volumes over the term of the Co-Brand Agreement, at the inception of the contract, in order to determine the allocation of proceeds to each of the components to be delivered. We also evaluate volumes on an annual basis, which may result in a change in the allocation of the estimated consideration from the Co-Brand Agreement on a prospective basis.</span></div>Frequent Flyer Deferred Revenue. Miles in MileagePlus members' accounts are combined into one homogeneous pool and are thus not separately identifiable, for award redemption purposes, between miles earned in the current period and those in their beginning balance. Of the miles expected to be redeemed, the Company expects the majority of these miles to be redeemed within two years. P7Y two years The table below presents a roll forward of Frequent flyer deferred revenue (in millions):<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:88.888%"><tr><td style="width:1.0%"/><td style="width:69.130%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.373%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.622%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.375%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Twelve Months Ended<br/>December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total Frequent flyer deferred revenue - beginning balance</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,282 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,975 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total miles awarded</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,558 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,545 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Travel miles redeemed</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,079)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,171)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-travel miles redeemed</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(86)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(67)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total Frequent flyer deferred revenue - ending balance</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,675 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,282 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 6282000000 5975000000 2558000000 1545000000 2079000000 1171000000 86000000 67000000 6675000000 6282000000 2400000000 1800000000 1700000000 <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:24.91pt">Cash and Cash Equivalents and Restricted Cash—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Highly liquid investments with a maturity of three months or less on their acquisition date are classified as cash and cash equivalents. Restricted cash is classified as short-term or long-term in the consolidated balance sheets based on the expected timing of return of the assets to the Company or payment to an outside party.</span><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Restricted cash-current—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The December 31, 2022 balance includes amounts to be used for the payment of fees, principal and interest on the $6.1 billion of senior secured notes and a secured term loan facility (the "MileagePlus Financing") secured by substantially all of the assets of Mileage Plus Holdings, LLC ("MPH"), a direct wholly-owned subsidiary of United.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Restricted cash-non-current—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The December 31, 2022 balance</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">primarily includes collateral associated with the MileagePlus Financing, collateral for letters of credit and collateral associated with facility leases and other insurance-related obligations.</span></div> 6100000000 <div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the statements of consolidated cash flows (in millions):</span></div><div style="margin-top:9pt;padding-left:72pt;text-indent:-36pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:91.959%"><tr><td style="width:1.0%"/><td style="width:68.216%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.597%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.594%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.597%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.594%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.602%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">At December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current assets:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash and cash equivalents</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,166 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,283 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,269 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restricted cash</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">37 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">255 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other assets:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restricted cash</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">210 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">213 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">218 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total cash, cash equivalents and restricted cash shown in the statement of consolidated cash flows</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,421 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,533 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,742 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> <div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the statements of consolidated cash flows (in millions):</span></div><div style="margin-top:9pt;padding-left:72pt;text-indent:-36pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:91.959%"><tr><td style="width:1.0%"/><td style="width:68.216%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.597%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.594%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.597%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.594%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.602%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">At December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current assets:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash and cash equivalents</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,166 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,283 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,269 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restricted cash</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">37 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">255 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other assets:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restricted cash</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">210 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">213 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">218 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total cash, cash equivalents and restricted cash shown in the statement of consolidated cash flows</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,421 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,533 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,742 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 7166000000 18283000000 11269000000 45000000 37000000 255000000 210000000 213000000 218000000 7421000000 18533000000 11742000000 <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:26.01pt">Investments—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Debt investments are classified as available-for-sale and are stated at fair value. Realized gains and losses on sales of these investments are reflected in Miscellaneous, net in the consolidated statements of operations. Unrealized gains and losses on available-for-sale debt securities are reflected as a component of accumulated other comprehensive income (loss). Equity investments are accounted for under the equity method if we are able to exercise significant influence over an investee. Equity investments for which we do not have significant influence are recorded at fair value or at cost, if fair value is not readily determinable, with adjustments for observable changes in price or impairments (referred to as the measurement alternative). Changes in fair value are recorded in Unrealized gains (losses) on investments, net in the consolidated statements of operations. See Note 8 of this report for additional information related to investments.</span> <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:112%;padding-left:24.34pt">Securities received in connection with purchase agreements—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:112%">The Company accounts for the value of securities received from vendors as deferred credits that will generally be recognized as a reduction to the cost of the asset received in future periods.</span> Accounts Receivable—Accounts receivable primarily consist of amounts due from credit card companies, non-airline partners, and cargo customers. We provide an allowance for credit losses expected to be incurred. We base our allowance on various factors including, but not limited to, aging, payment history, write-offs, macro-economic indicators and other credit monitoring indicators. <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:26.57pt">Aircraft Fuel, Spare Parts and Supplies—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company accounts for aircraft fuel, spare parts and supplies at average cost and provides an obsolescence allowance for aircraft spare parts with an assumed residual value of 10% of original cost.</span> <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:26.57pt">Property and Equipment—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company records additions to owned operating property and equipment at cost when acquired. Property under finance leases and the related obligation for future lease payments are recorded at an amount equal to the initial present value of those lease payments. Modifications that enhance the operating performance or extend the useful lives of airframes or engines are capitalized as property and equipment. We periodically receive credits in connection with the acquisition of aircraft and engines including those related to contractual damages related to delays in delivery. These credits are deferred until the aircraft and engines are delivered and then applied as a reduction to the cost of the related equipment.</span>Depreciation and amortization of owned depreciable assets is based on the straight-line method over the assets' estimated useful lives. Leasehold improvements are amortized over the remaining term of the lease, including estimated facility renewal options when renewal is reasonably certain at key airports, or the estimated useful life of the related asset, whichever is less. Properties under finance leases are amortized using the straight-line method over the life of the lease or, in the case of certain aircraft, over their estimated useful lives, whichever is shorter. Amortization of finance lease assets is included in depreciation and amortization expense. The estimated useful lives of property and equipment are as follows:<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:93.421%"><tr><td style="width:1.0%"/><td style="width:67.757%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.051%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:28.792%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Estimated Useful Life (in years)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Aircraft, spare engines and related rotable parts</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:middle"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25 to 30</span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Aircraft seats</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10 to 15</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Buildings</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25 to 45</span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other property and equipment</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 to 15</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Computer software</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 to 15</span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Building improvements</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 to 40</span></div></td></tr></table> P25Y P30Y P10Y P15Y P25Y P45Y P3Y P15Y P5Y P15Y P1Y P40Y 471000000 499000000 166000000 182000000 172000000 <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:24.34pt">Long-Lived Asset Impairments—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company evaluates the carrying value of long-lived assets subject to amortization whenever events or changes in circumstances indicate that an impairment may exist. For purposes of this testing, the Company has generally identified the aircraft fleet type as the lowest level of identifiable cash flows for its mainline fleet and the contract level for its regional fleet under capacity purchase agreements ("CPAs"). An impairment charge is recognized when the asset's carrying value exceeds its net undiscounted future cash flows. The amount of the charge is the difference between the asset's carrying value and fair market value.</span>The Company recorded impairment charges related to certain of its aircraft, related engines and spare parts of $97 million and $94 million for the years ended December 31, 2021 and 2020, respectively. See Note 13 of this report for additional information related to <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjVjMjIzNjRmMTM5NTQ0NmRhNjFiNzM5NmNlNmQzNTNjL3NlYzo1YzIyMzY0ZjEzOTU0NDZkYTYxYjczOTZjZTZkMzUzY18xMTIvZnJhZzowZTFmOTRiYzgwYjc0NWYzYTMzMjI5ZGYwN2Y4NDA4My90ZXh0cmVnaW9uOjBlMWY5NGJjODBiNzQ1ZjNhMzMyMjlkZjA3Zjg0MDgzXzQzOTgwNDY1NDUwMTY_36f1dbaf-c004-491c-9977-eef77e5c9342"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjVjMjIzNjRmMTM5NTQ0NmRhNjFiNzM5NmNlNmQzNTNjL3NlYzo1YzIyMzY0ZjEzOTU0NDZkYTYxYjczOTZjZTZkMzUzY18xMTIvZnJhZzowZTFmOTRiYzgwYjc0NWYzYTMzMjI5ZGYwN2Y4NDA4My90ZXh0cmVnaW9uOjBlMWY5NGJjODBiNzQ1ZjNhMzMyMjlkZjA3Zjg0MDgzXzQzOTgwNDY1NDUwMTY_c9ba2709-857e-407e-986a-daaa7c52a394">impairments</span></span>. 97000000 94000000 <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:26.57pt">Intangibles—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company has finite-lived and indefinite-lived intangible assets, including goodwill. Finite-lived intangible assets are amortized over their estimated useful lives. Goodwill and indefinite-lived intangible assets are not amortized but are reviewed for impairment on an annual basis as of October 1, or more frequently if events or circumstances indicate that the asset may be impaired.</span>We value goodwill and indefinite-lived intangible assets primarily using market and income approach valuation techniques. These measurements include the following key assumptions: (1) forecasted revenues, expenses and cash flows, (2) terminal period revenue growth and cash flows, (3) an estimated weighted average cost of capital, (4) assumed discount rates depending on the asset and (5) a tax rate. These assumptions are consistent with those that hypothetical market participants would use. Because we are required to make estimates and assumptions when evaluating goodwill and indefinite-lived intangible assets for impairment, actual transaction amounts may differ materially from these estimates.In 2022, the Company evaluated its intangible assets for possible impairments. For the Company's China route authority, the Company performed a quantitative assessment which involved determining the fair value of the asset and comparing that amount to the asset's carrying value. For all other intangible assets, the Company performed a qualitative assessment of whether it was more likely than not that an impairment had occurred. To determine fair value, the Company used discounted cash flow methods appropriate for each asset. Key inputs into the models included forecasted capacity, revenues, fuel costs, other operating costs and an overall discount rate. The assumptions used for future projections include that demand will continue to recover. These assumptions are inherently uncertain as they relate to future events and circumstances. <div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents information about the Company's goodwill and other intangible assets at December 31 (in millions):</span></div><div style="margin-top:5pt;padding-left:36pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:95.760%"><tr><td style="width:1.0%"/><td style="width:43.938%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.563%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.877%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.563%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.877%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.563%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.877%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.563%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.879%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Gross <br/>Carrying<br/>Amount</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Accumulated<br/>Amortization</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Gross <br/>Carrying<br/>Amount</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Accumulated<br/>Amortization</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Goodwill</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,527 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,527 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr style="height:9pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Indefinite-lived intangible assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Route authorities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,020 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,020 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Airport slots</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">574 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">574 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Tradenames and logos</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">593 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">593 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Alliances</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">404 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">404 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 48.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,591 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,591 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr style="height:15pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finite-lived intangible assets</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Frequent flyer database</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,177 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,040 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,177 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,008 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Hubs</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">145 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">124 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">145 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">118 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Contracts</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">120 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">120 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">314 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">301 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">314 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">298 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 48.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,643 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,472 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,756 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,544 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 4527000000 4527000000 1020000000 1020000000 574000000 574000000 593000000 593000000 404000000 404000000 2591000000 2591000000 1177000000 1040000000 1177000000 1008000000 145000000 124000000 145000000 118000000 7000000 7000000 120000000 120000000 314000000 301000000 314000000 298000000 1643000000 1472000000 1756000000 1544000000 41000000 49000000 55000000 37000000 32000000 28000000 18000000 11000000 <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:21.57pt">Labor Costs—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company records expenses associated with new or amendable labor agreements when the amounts are probable and estimable. These could include costs associated with retro-active lump sum cash payments made in conjunction with the ratification of labor agreements. To the extent these upfront costs are in lieu of future pay increases, they would be capitalized and amortized over the term of the labor agreements. If not, these amounts would be expensed.</span> <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:24.34pt">Share-Based Compensation—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. The resulting cost is recognized over the period during which an employee is required to provide service in exchange for the award, usually the vesting period. Obligations for cash-settled restricted stock units ("RSUs") are remeasured at fair value throughout the requisite service period at the close of the reporting period based upon UAL's stock price. In addition to the service requirement, certain RSUs have performance metrics that must be achieved prior to vesting. These awards are accrued based on the expected level of achievement at each reporting period. An adjustment is recorded each reporting period to adjust compensation expense based on the then current level of expected performance achievement for the performance-based awards. See Note 4 of this report for additional information on UAL's share-based compensation plans.</span> <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:24.34pt">Maintenance and Repairs—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The cost of maintenance and repairs, including the cost of minor replacements, is charged to expense as incurred, except for costs incurred under our power-by-the-hour ("PBTH") engine maintenance agreements. PBTH contracts transfer certain risk to third-party service providers and fix the amount we pay per flight hour or per cycle to the service provider in exchange for maintenance and repairs under a predefined maintenance program. Under PBTH agreements, the Company recognizes expense at a level rate per engine hour, unless the level of service effort and the related payments during the period are substantially consistent, in which case the Company recognizes expense based on the amounts paid.</span> Advertising—Advertising costs, which are included in Other operating expenses, are expensed as incurred. 165000000 99000000 87000000 <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:24.34pt">Third-Party Business—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company has third-party business activity that includes ground handling, maintenance services, flight academy and frequent flyer award non-travel redemptions. Third-party business revenue is recorded in Other operating revenue. Expenses associated with these third-party business activities are recorded in Other operating expenses, except for non-travel mileage redemption. Non-travel mileage redemption expenses are recorded to Other operating revenue.</span> Uncertain Income Tax Positions—The Company has recorded reserves for income taxes and associated interest that may become payable in future years. Although management believes that its positions taken on income tax matters are reasonable, the Company nevertheless established tax and interest reserves in recognition that various taxing authorities may challenge certain of the positions taken by the Company, potentially resulting in additional liabilities for taxes and interest. The Company's uncertain tax position reserves are reviewed periodically and are adjusted as events occur that affect its estimates, such as the availability of new information, the lapsing of applicable statutes of limitation, the conclusion of tax audits, the measurement of additional estimated liability, the identification of new tax matters, the release of administrative tax guidance affecting its estimates of tax liabilities, or the rendering of relevant court decisions. The Company records penalties and interest relating to uncertain tax positions as part of income tax expense in its consolidated statements of operations. COMMON STOCKHOLDERS' EQUITY AND PREFERRED SECURITIES <div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:112%">The Company issued warrants to the U.S. Treasury Department ("Treasury") pursuant to the payroll support program ("PSP"), including extensions, and the loan program established under the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"). See Note 9 of this report for additional information about the unsecured promissory notes issued by the Company to Treasury under the PSP and related extensions. As of December 31, 2022</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:112%">,</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:112%"> the Company had the following warrants outstanding:</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:97.807%"><tr><td style="width:1.0%"/><td style="width:2.337%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:27.450%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:2.042%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:19.228%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:2.042%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:17.883%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:2.042%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.317%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:2.039%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.320%"/><td style="width:0.1%"/></tr><tr><td colspan="6" style="border-bottom:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Warrant Description</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Number of Shares of UAL Common Stock (in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Exercise Price</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Expiration Dates</span></td></tr><tr><td colspan="6" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">PSP1 Warrants</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.8</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31.50 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4/20/2025</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">—</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9/30/2025</span></td></tr><tr><td colspan="6" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">CARES Act Warrants</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.7</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31.50 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="9" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9/28/2025</span></td></tr><tr><td colspan="6" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">PSP2 Warrants</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.0</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">43.26 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1/15/2026</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">—</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4/29/2026</span></td></tr><tr><td colspan="6" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">PSP3 Warrants</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.5</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">53.92 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4/29/2026</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">—</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6/10/2026</span></td></tr><tr><td colspan="6" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10.0 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr></table></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2022, approximately 4.6 million shares of UAL's common stock were reserved for future issuance related to the issuance of equity-based awards under the Company's incentive compensation plans. </span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2022, UAL had two shares of junior preferred stock (par value $0.01 per share) outstanding. In addition, UAL is authorized to issue 250 million shares of preferred stock (without par value) under UAL's amended and restated certificate of incorporation.</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:112%">On March 3, 2021, the Company entered into an equity distribution agreement (the "Distribution Agreement") with several financial institutions (collectively, the "Managers"), relating to the issuance and sale from time to time by UAL (the "2021 ATM Offering"), through the Managers, of up to 37 million shares of UAL common stock (the "2021 ATM Shares"). Sales of the 2021 ATM Shares under the Distribution Agreement may be made in any transactions that are deemed to be "at the market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended. Under the terms of the Distribution Agreement, UAL may also sell the 2021 ATM Shares to any Manager, as principal for its own account, at a price agreed upon at the time of sale. If UAL sells the 2021 ATM Shares to a Manager as principal, UAL will enter into a separate terms agreement with such </span></div>Manager. During 2021, approximately 4 million shares were sold in the 2021 ATM Offering at an average price of $57.50 per share, with net proceeds to the Company totaling approximately $250 million. No shares were sold in 2022 under the 2021 ATM Offering. <div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:112%">The Company issued warrants to the U.S. Treasury Department ("Treasury") pursuant to the payroll support program ("PSP"), including extensions, and the loan program established under the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"). See Note 9 of this report for additional information about the unsecured promissory notes issued by the Company to Treasury under the PSP and related extensions. As of December 31, 2022</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:112%">,</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:112%"> the Company had the following warrants outstanding:</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:97.807%"><tr><td style="width:1.0%"/><td style="width:2.337%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:27.450%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:2.042%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:19.228%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:2.042%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:17.883%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:2.042%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.317%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:2.039%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.320%"/><td style="width:0.1%"/></tr><tr><td colspan="6" style="border-bottom:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Warrant Description</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Number of Shares of UAL Common Stock (in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Exercise Price</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Expiration Dates</span></td></tr><tr><td colspan="6" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">PSP1 Warrants</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.8</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31.50 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4/20/2025</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">—</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9/30/2025</span></td></tr><tr><td colspan="6" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">CARES Act Warrants</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.7</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31.50 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="9" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9/28/2025</span></td></tr><tr><td colspan="6" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">PSP2 Warrants</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.0</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">43.26 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1/15/2026</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">—</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4/29/2026</span></td></tr><tr><td colspan="6" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">PSP3 Warrants</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.5</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">53.92 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4/29/2026</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">—</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6/10/2026</span></td></tr><tr><td colspan="6" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10.0 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr></table></div> 4800000 31.50 1700000 31.50 2000000.0 43.26 1500000 53.92 10000000.0 4600000 2 0.01 250000000 37000000 4000000 57.50 250000000 EARNINGS (LOSS) PER SHARE<div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The computations of UAL's basic and diluted earnings (loss) per share are set forth below for the years ended December 31 (in millions, except per share amounts):</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.122%"><tr><td style="width:1.0%"/><td style="width:62.469%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.832%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.109%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.537%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.256%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.537%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.260%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Earnings (loss) available to common stockholders</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">737 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,964)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7,069)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr style="height:15pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Basic weighted-average shares outstanding</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">326.4 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">321.9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">279.4 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Dilutive effect of employee stock awards</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Dilutive effect of stock warrants</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Diluted weighted-average shares outstanding</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">330.1 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">321.9 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">279.4 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr style="height:15pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Earnings (loss) per share, basic</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.26 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6.10)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(25.30)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Earnings (loss) per share, diluted</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.23 </span></td><td style="background-color:#cceeff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6.10)</span></td><td style="background-color:#cceeff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(25.30)</span></td><td style="background-color:#cceeff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%;text-decoration:underline">Potentially dilutive securities (a)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock warrants (b)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;border-bottom:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Employee stock awards</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.0 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr></table></div><div style="margin-bottom:2pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:120%">(a) Weighted-average potentially dilutive securities outstanding excluded from the computation of diluted earnings per share because the securities would have had an antidilutive effect.</span></div><div style="margin-bottom:2pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:120%">(b) Represent warrants issued to Treasury pursuant to the payroll support program, including extensions, and the loan program established under the CARES Act. See Note 2 of this report for additional information about these warrants.</span></div> <div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The computations of UAL's basic and diluted earnings (loss) per share are set forth below for the years ended December 31 (in millions, except per share amounts):</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.122%"><tr><td style="width:1.0%"/><td style="width:62.469%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.832%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.109%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.537%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.256%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.537%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.260%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Earnings (loss) available to common stockholders</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">737 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,964)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7,069)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr style="height:15pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Basic weighted-average shares outstanding</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">326.4 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">321.9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">279.4 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Dilutive effect of employee stock awards</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Dilutive effect of stock warrants</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Diluted weighted-average shares outstanding</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">330.1 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">321.9 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">279.4 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr style="height:15pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Earnings (loss) per share, basic</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.26 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6.10)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(25.30)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Earnings (loss) per share, diluted</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.23 </span></td><td style="background-color:#cceeff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6.10)</span></td><td style="background-color:#cceeff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(25.30)</span></td><td style="background-color:#cceeff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%;text-decoration:underline">Potentially dilutive securities (a)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock warrants (b)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;border-bottom:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Employee stock awards</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.0 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr></table></div><div style="margin-bottom:2pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:120%">(a) Weighted-average potentially dilutive securities outstanding excluded from the computation of diluted earnings per share because the securities would have had an antidilutive effect.</span></div><div style="margin-bottom:2pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:120%">(b) Represent warrants issued to Treasury pursuant to the payroll support program, including extensions, and the loan program established under the CARES Act. See Note 2 of this report for additional information about these warrants.</span></div> 737000000 -1964000000 -7069000000 326400000 321900000 279400000 2200000 0 0 1500000 0 0 330100000 321900000 279400000 2.26 -6.10 -6.10 -25.30 -25.30 2.23 -6.10 -6.10 -25.30 -25.30 3500000 900000 0 700000 700000 1000000.0 SHARE-BASED COMPENSATION PLANS<div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">UAL maintains share-based compensation plans for our management employees and our non-employee directors. During 2021, UAL's Board of Directors and stockholders approved the United Airlines Holdings, Inc. 2021 Incentive Compensation Plan (the "2021 Plan"). The 2021 Plan is an incentive compensation plan that allows the Company to use different forms of equity incentives to attract, retain and reward officers and employees. Under the 2021 Plan, the Company may grant: nonqualified stock options; incentive stock options (within the meaning of Section 422 of the Internal Revenue Code of 1986); stock appreciation rights ("SARs"); restricted stock; RSUs; performance units; cash incentive awards and other equity-based and equity-related awards. An award (other than an option, SAR or cash incentive award) may provide the holder with dividends or dividend equivalents. The 2021 Plan replaces the United Continental Holdings, Inc. 2017 Incentive Compensation Plan (the "2017 Plan"). Any awards granted under the 2017 Plan prior to the approval of the 2021 Plan remain in effect pursuant to their terms. The number of shares of UAL common stock that remained available for issuance under the 2017 Plan as of the effective date of the 2021 Plan are now available for issuance under the 2021 Plan.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">All awards are recorded as either equity or a liability in the Company's consolidated balance sheets. The share-based compensation expense is recorded in salaries and related costs. </span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During 2022, UAL granted share-based compensation awards pursuant to the 2021 Plan. These share-based compensation awards included approximately 2.4 million RSUs consisting of approximately 2.0 million time-vested RSUs and approximately 0.4 million performance-based RSUs. The time-vested RSUs vest pro-rata, a majority of which vest on February 28th of each year, over a three-year period from the date of grant. The performance-based RSUs vest upon continuous employment with the Company through December 31, 2024 and the achievement of certain financial, operational and diversity goals. RSUs are generally equity awards settled in stock for domestic employees and liability awards settled in cash for international employees. The cash payments are based on the 20-day average closing price of UAL common stock immediately prior to the vesting date. </span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table provides information related to UAL's share-based compensation plan cost for the years ended December 31 (in millions):</span></div><div style="margin-top:10pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:70.349%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.684%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.684%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.687%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Compensation cost:</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">RSUs</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">87 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">236 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">106 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock options</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">89 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">238 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">108 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:5pt;margin-top:4pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The table below summarizes UAL's unearned compensation and weighted-average remaining period to recognize costs for all outstanding share-based awards that are probable of being achieved as of December 31, 2022 (in millions, except as noted): </span></div><div style="margin-bottom:5pt;margin-top:14pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:56.648%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:24.049%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Unearned Compensation</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted-Average<br/>Remaining Period <br/>(in years)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">RSUs</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">43 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.6</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock options</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.3</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">47 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr></table></div><div style="margin-bottom:5pt;margin-top:4pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">RSUs.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> As of December 31, 2022, UAL had recorded a liability of approximately $3 million related to its cash-settled RSUs. UAL paid approximately $7 million, $29 million and $26 million related to its cash-settled RSUs during 2022, 2021 and 2020, respectively. </span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The table below summarizes UAL's RSU activity for the years ended December 31 (shares in millions):</span></div><div style="margin-top:9pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.269%"><tr><td style="width:1.0%"/><td style="width:52.360%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.125%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.100%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:2.303%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.480%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.536%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.096%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Liability Awards</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Equity Awards</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">RSUs</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%"><br/></span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">RSUs</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Weighted-<br/>Average<br/>Grant Price</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Outstanding at December 31, 2019</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.6 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">78.03 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.1 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.4 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40.80 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Vested</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.3)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.8)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">74.54 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.4)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54.21 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Outstanding at December 31, 2020</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.4 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.2 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">53.41 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.4 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.9 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">52.18 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Vested</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.6)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.5)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">51.35 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">46.77 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Outstanding at December 31, 2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.2 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.4 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">53.63 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.1 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.3 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31.96 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Additional issuance due to achievement of performance metrics</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.6 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">58.17 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Vested </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4.8)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">56.00 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">53.03 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Outstanding at December 31, 2022</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.1 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.3 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">37.88 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr></table></div><div style="margin-bottom:5pt;margin-top:4pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The fair value of RSUs that vested in 2022, 2021 and 2020 was approximately $274 million, $104 million and $87 million, respectively.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Stock Options.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> UAL did not grant any stock option awards during 2022, 2021 or 2020. As of December 31, 2022, there were approximately 0.7 million outstanding stock option awards, 0.4 million of which were exercisable, with weighted-average exercise prices of $82.12 and $59.58, respectively, weighted-average remaining contractual lives of 4.3 years and 2.3 years, respectively, and intrinsic values of zero as all of the strike prices exceeded the closing stock price on that date.</span></div> 2400000 2000000 400000 P3Y P20D The following table provides information related to UAL's share-based compensation plan cost for the years ended December 31 (in millions):<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:70.349%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.684%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.684%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.687%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Compensation cost:</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">RSUs</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">87 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">236 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">106 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock options</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">89 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">238 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">108 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 87000000 236000000 106000000 2000000 2000000 2000000 89000000 238000000 108000000 <div style="margin-bottom:5pt;margin-top:4pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The table below summarizes UAL's unearned compensation and weighted-average remaining period to recognize costs for all outstanding share-based awards that are probable of being achieved as of December 31, 2022 (in millions, except as noted): </span></div><div style="margin-bottom:5pt;margin-top:14pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:56.648%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:24.049%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Unearned Compensation</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted-Average<br/>Remaining Period <br/>(in years)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">RSUs</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">43 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.6</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock options</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.3</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">47 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr></table></div> 43000000 P1Y7M6D 4000000 P3Y3M18D 47000000 3000000 7000000 29000000 26000000 <div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The table below summarizes UAL's RSU activity for the years ended December 31 (shares in millions):</span></div><div style="margin-top:9pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.269%"><tr><td style="width:1.0%"/><td style="width:52.360%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.125%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.100%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:2.303%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.480%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.536%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.096%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Liability Awards</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Equity Awards</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">RSUs</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%"><br/></span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">RSUs</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Weighted-<br/>Average<br/>Grant Price</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Outstanding at December 31, 2019</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.6 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">78.03 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.1 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.4 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40.80 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Vested</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.3)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.8)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">74.54 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.4)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54.21 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Outstanding at December 31, 2020</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.4 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.2 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">53.41 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.4 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.9 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">52.18 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Vested</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.6)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.5)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">51.35 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">46.77 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Outstanding at December 31, 2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.2 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.4 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">53.63 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.1 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.3 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31.96 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Additional issuance due to achievement of performance metrics</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.6 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">58.17 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Vested </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4.8)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">56.00 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">53.03 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Outstanding at December 31, 2022</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.1 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.3 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">37.88 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr></table></div> 600000 2000000.0 78.03 100000 2400000 40.80 300000 800000 74.54 0 400000 54.21 400000 3200000 53.41 400000 2900000 52.18 600000 1500000 51.35 0 200000 46.77 200000 4400000 53.63 100000 2300000 31.96 0 1600000 58.17 200000 4800000 56.00 0 200000 53.03 100000 3300000 37.88 274000000 104000000 87000000 0 0 0 700000 400000 82.12 59.58 P4Y3M18D P2Y3M18D 0 0 ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) ("AOCI") <div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The tables below present the components of the Company's AOCI, net of tax (in millions): </span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:98.099%"><tr><td style="width:1.0%"/><td style="width:41.671%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:2.184%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.014%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:2.476%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.481%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:2.476%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.438%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:2.476%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.784%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Pension and <br/>Other <br/>Postretirement <br/>Liabilities</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Investments and Other</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Deferred Taxes (a)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%"> </span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%"> </span></div><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Balance at December 31, 2019</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(560)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(160)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(718)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Change in value</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(993)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">221 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(772)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Amounts reclassified to earnings</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">451 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(b)</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(100)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">351 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Balance at December 31, 2020</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(1,102)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(39)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(1,139)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Change in value</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">239 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(53)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">184 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Amounts reclassified to earnings</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(b)</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Balance at December 31, 2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(847)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(95)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(942)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Change in value</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,474 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(35)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(321)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,118 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Amounts reclassified to earnings</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(b)</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Balance at December 31, 2022</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">626 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(35)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(416)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">175 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:3pt"><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="27" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(a)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%;padding-left:9.13pt">Includes approximately $285 million of deferred income tax expense that will not be recognized in net income until the related pension and postretirement benefit obligations are fully extinguished. We consider all income sources, including other comprehensive income, in determining the amount of tax benefit allocated to results from operations.</span></div><div style="margin-bottom:2pt;padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(b)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%;padding-left:8.68pt">This AOCI component is included in the computation of net periodic pension and other postretirement costs. See Note 7 of this report for additional information on pensions and other postretirement liabilities.</span></div></td></tr></table></div> <div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The tables below present the components of the Company's AOCI, net of tax (in millions): </span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:98.099%"><tr><td style="width:1.0%"/><td style="width:41.671%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:2.184%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.014%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:2.476%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.481%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:2.476%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.438%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:2.476%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.784%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Pension and <br/>Other <br/>Postretirement <br/>Liabilities</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Investments and Other</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Deferred Taxes (a)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%"> </span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%"> </span></div><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Balance at December 31, 2019</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(560)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(160)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(718)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Change in value</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(993)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">221 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(772)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Amounts reclassified to earnings</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">451 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(b)</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(100)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">351 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Balance at December 31, 2020</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(1,102)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(39)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(1,139)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Change in value</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">239 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(53)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">184 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Amounts reclassified to earnings</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(b)</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Balance at December 31, 2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(847)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(95)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(942)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Change in value</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,474 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(35)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(321)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,118 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Amounts reclassified to earnings</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(b)</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Balance at December 31, 2022</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">626 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(35)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(416)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">175 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:3pt"><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="27" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(a)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%;padding-left:9.13pt">Includes approximately $285 million of deferred income tax expense that will not be recognized in net income until the related pension and postretirement benefit obligations are fully extinguished. We consider all income sources, including other comprehensive income, in determining the amount of tax benefit allocated to results from operations.</span></div><div style="margin-bottom:2pt;padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(b)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%;padding-left:8.68pt">This AOCI component is included in the computation of net periodic pension and other postretirement costs. See Note 7 of this report for additional information on pensions and other postretirement liabilities.</span></div></td></tr></table></div> -560000000 2000000 160000000 -718000000 -993000000 0 -221000000 -772000000 -451000000 0 -100000000 -351000000 -1102000000 2000000 39000000 -1139000000 239000000 -2000000 53000000 184000000 -16000000 0 -3000000 -13000000 -847000000 0 95000000 -942000000 1474000000 -35000000 321000000 1118000000 1000000 0 0 1000000 626000000 -35000000 416000000 175000000 285000000 INCOME TAXES <div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The income tax provision (benefit) differed from amounts computed at the statutory federal income tax rate and consisted of the following significant components (in millions)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">:</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.561%"><tr><td style="width:1.0%"/><td style="width:56.462%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.409%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.556%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.971%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income tax provision (benefit) at statutory rate</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">208 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(537)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,852)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State income tax provision (benefit), net of federal income tax benefit</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(34)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(110)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Nondeductible employee meals</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Nondeductible transportation fringe benefit</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Valuation allowance</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(10)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(38)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">197 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other, net</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income tax expense (benefit)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">253 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(593)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,753)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(10)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(12)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">248 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(583)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,741)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income tax expense (benefit)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">253 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(593)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,753)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Temporary differences and carryforwards that give rise to deferred tax assets and liabilities at December 31, 2022 and 2021 were as follows (in millions): </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.561%"><tr><td style="width:1.0%"/><td style="width:60.427%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.827%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.710%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.710%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.710%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.714%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">UAL</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">United</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred income tax asset (liability):</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal and state net operating loss ("NOL") carryforwards</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,932 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,229 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,903 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,201 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred revenue</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,783 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,349 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,783 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,349 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Employee benefits, including pension, postretirement and medical </span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">606 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">986 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">606 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">986 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,118 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,272 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,118 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,272 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other financing liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">141 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">327 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">141 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">327 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Interest expense carryforward</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">510 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">510 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">576 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">535 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">576 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">535 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: Valuation allowance</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(199)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(210)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(199)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(210)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred tax assets </span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,467 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,488 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,438 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,460 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Depreciation</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5,844)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5,122)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5,844)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5,122)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease right-of-use asset</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(881)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,051)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(881)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,051)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Intangibles</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(651)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(656)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(651)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(656)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred tax liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7,376)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6,829)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7,376)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6,829)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net deferred tax asset</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">91 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">659 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">62 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">631 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr></table></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">United and its domestic consolidated subsidiaries file a consolidated federal income tax return with UAL. Under an intercompany tax allocation policy, United and its subsidiaries compute, record and pay UAL for their own tax liability as if they were separate companies filing separate returns. In determining their own tax liabilities, United and each of its subsidiaries take into account all tax credits or benefits generated and utilized as separate companies and they are each compensated for the aforementioned tax benefits only if they would be able to use those benefits on a separate company basis. The Company recorded a deferred tax asset for a temporary interest expense limitation under Internal Revenue Code ("IRC") section 163(j) due to law changes resulting from the CARES Act. Interest expense disallowed under IRC section 163(j) can be carried forward indefinitely and deducted in future years.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's federal and state NOL and tax credit carryforwards relate to current and prior years' NOLs and credits, which may be used to reduce tax liabilities in future years. These tax benefits are mostly attributable to federal pre-tax NOL carryforwards of $13.2 billion ($2.8 billion tax effected) for UAL. If not utilized these federal pre-tax NOLs will expire as follows (in billions): $0.1 in 2026, $0.5 in 2028, $0.4 in 2029, $0.2 in 2032 and $0.4 in 2033. The remaining $11.6 billion of NOLs has no expiration date. State pre-tax NOLs of $3.9 billion ($0.2 billion tax effected) expire over a 1 to 20-year period. Federal tax credits of $44 million will expire over a 1 to 20-year period and state tax credits of $45 million will expire over a 1 to 15-year period.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A tax valuation allowance is recognized if it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company's management assesses available positive and negative evidence regarding the Company's ability to realize its deferred tax assets and records a valuation allowance when it is more likely than not that deferred tax assets will not be realized. In order to form a conclusion, management considers positive evidence in the form of taxable income in prior carryback years, reversing temporary differences, tax planning strategies and projections of future taxable income during the periods in which those temporary differences become deductible, as well as negative evidence such as historical losses. Although the Company incurred losses in 2021 and 2020, management determined that these results were not indicative of future results due to the impact of the COVID-19 pandemic on its operations. The Company concluded that the positive evidence outweighs the negative evidence, primarily driven by approval and distribution of COVID-19 vaccines as well as increased confidence with the timing of the recovery, as evidenced in our 2022 return to profitability. One of the Company's largest deferred tax assets was its federal pre-tax NOLs which were $13.2 billion ($2.8 billion tax effected) at December 31, 2022. The majority of the NOLs do not expire and the Company expects to realize the benefits of the NOLs and other deferred tax assets through the reversal of certain existing deferred tax liabilities of $6.7 billion and the remaining $0.8 billion through projected future taxable income. Therefore, we have not recorded a valuation allowance on our deferred tax assets other than the capital loss carryforwards and certain state attributes that have short expiration periods. While the Company expects to generate sufficient future income to fully utilize its deferred tax assets (including NOLs), the Company may have to record a valuation allowance, which could be material, against deferred tax assets if negative evidence such as reduced forecasted income outweigh positive evidence. Assumptions about future taxable income are consistent with the plans and estimates used to manage our business. Management will continue to evaluate future financial performance to determine whether such </span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">performance is both sustained and significant enough to provide sufficient evidence to support not recording valuation allowance on these NOLs. As of December 31, 2022, the Company has recorded $175 million of valuation allowance against its capital loss deferred tax assets. Capital losses have a limited carryforward period of five years, and they can be utilized only to the extent of capital gains. The Company does not anticipate generating sufficient capital gains to utilize the losses before they expire, therefore, a valuation allowance is necessary as of December 31, 2022. Additionally, the Company recorded a valuation allowance of $24 million on certain state deferred tax assets primarily due to state NOLs that have short expiration periods.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's unrecognized tax benefits related to uncertain tax positions were $58 million, $55 million and $57 million at December 31, 2022, 2021 and 2020, respectively. Included in the ending balance at December 31, 2022 is $58 million that would affect the Company's effective tax rate if recognized. The changes in unrecognized tax benefits relating to settlements with taxing authorities, unrecognized tax benefits as a result of tax positions taken during a prior period and unrecognized tax benefits relating from a lapse of the statute of limitations were immaterial during 2022, 2021 and 2020. The Company does not expect significant increases or decreases in their unrecognized tax benefits within the next 12 months. There are no material amounts included in the balance at December 31, 2022 for tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's federal income tax returns for tax years after 2002 remain subject to examination by the Internal Revenue Service (the "IRS") and state taxing jurisdictions.</span></div> <div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The income tax provision (benefit) differed from amounts computed at the statutory federal income tax rate and consisted of the following significant components (in millions)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:120%">:</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.561%"><tr><td style="width:1.0%"/><td style="width:56.462%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.409%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.556%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.971%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income tax provision (benefit) at statutory rate</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">208 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(537)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,852)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State income tax provision (benefit), net of federal income tax benefit</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(34)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(110)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Nondeductible employee meals</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Nondeductible transportation fringe benefit</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Valuation allowance</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(10)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(38)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">197 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other, net</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income tax expense (benefit)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">253 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(593)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,753)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(10)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(12)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">248 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(583)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,741)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income tax expense (benefit)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">253 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(593)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,753)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 208000000 -537000000 -1852000000 13000000 -34000000 -110000000 12000000 7000000 5000000 10000000 8000000 7000000 -10000000 -38000000 197000000 20000000 1000000 0 253000000 -593000000 -1753000000 5000000 -10000000 -12000000 248000000 -583000000 -1741000000 253000000 -593000000 -1753000000 Temporary differences and carryforwards that give rise to deferred tax assets and liabilities at December 31, 2022 and 2021 were as follows (in millions): <table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.561%"><tr><td style="width:1.0%"/><td style="width:60.427%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.827%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.710%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.710%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.710%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.714%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">UAL</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">United</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred income tax asset (liability):</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal and state net operating loss ("NOL") carryforwards</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,932 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,229 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,903 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,201 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred revenue</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,783 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,349 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,783 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,349 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Employee benefits, including pension, postretirement and medical </span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">606 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">986 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">606 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">986 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,118 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,272 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,118 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,272 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other financing liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">141 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">327 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">141 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">327 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Interest expense carryforward</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">510 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">510 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">576 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">535 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">576 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">535 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: Valuation allowance</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(199)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(210)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(199)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(210)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred tax assets </span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,467 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,488 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,438 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,460 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Depreciation</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5,844)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5,122)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5,844)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5,122)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease right-of-use asset</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(881)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,051)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(881)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,051)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Intangibles</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(651)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(656)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(651)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(656)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred tax liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7,376)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6,829)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7,376)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6,829)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net deferred tax asset</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">91 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">659 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">62 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">631 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr></table> 2932000000 2229000000 2903000000 2201000000 1783000000 2349000000 1783000000 2349000000 606000000 986000000 606000000 986000000 1118000000 1272000000 1118000000 1272000000 141000000 327000000 141000000 327000000 510000000 0 510000000 0 576000000 535000000 576000000 535000000 199000000 210000000 199000000 210000000 7467000000 7488000000 7438000000 7460000000 5844000000 5122000000 5844000000 5122000000 881000000 1051000000 881000000 1051000000 651000000 656000000 651000000 656000000 7376000000 6829000000 7376000000 6829000000 91000000 659000000 62000000 631000000 13200000000 2800000000 100000000 500000000 400000000 200000000 400000000 11600000000 3900000000 200000000 P1Y P20Y 44000000 P1Y P20Y 45000000 P1Y P15Y 13200000000 2800000000 6700000000 800000000 175000000 24000000 58000000 55000000 57000000 58000000 PENSION AND OTHER POSTRETIREMENT PLANS<div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following summarizes the significant pension and other postretirement plans of United:</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Pension Plans.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">United maintains two primary defined benefit pension plans, one covering certain pilot employees and another covering certain U.S. non-pilot employees. Each of these plans provide benefits based on a combination of years of benefit accruals service and an employee's final average compensation. Additional benefit accruals are frozen under the plan covering certain pilot employees and for management and administrative employees covered under the non-pilot plan. Benefit accruals for certain non-pilot employees continue. United maintains additional defined benefit pension plans, which cover certain international employees.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Other Postretirement Plans.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">United maintains postretirement medical programs which provide medical benefits to certain retirees and eligible dependents, as well as life insurance benefits to certain retirees participating in the plan. Benefits provided are subject to applicable contributions, co-payments, deductibles and other limits as described in the specific plan documentation.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In 2021 and 2020, the Company offered several voluntary leave programs and voluntary separation programs ("Voluntary Programs") to certain eligible employees, which in some cases included a partially-paid leave of absence with active health benefits and travel privileges. Under these Voluntary Programs, employees generally separated (or will separate) from employment with certain post-employment health benefits and travel privileges. Included in the Voluntary Programs offered during the first quarter of 2021, the Company offered special separation benefits in the form of additional subsidies for retiree medical costs for certain U.S.-based front-line employees. The subsidies are in the form of a one-time contribution to a notional Retiree Health Account of $125,000 for full-time employees and $75,000 for part-time employees. As a result, the Company recorded $31 million for those additional benefits in 2021.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During 2020, the Company offered certain of its eligible front-line employees special separation benefits in the form of additional years of pension service and additional subsidies for retiree medical costs (based on employee group, age and completed years of service) as a part of the Voluntary Programs. As a result, the Company recorded, in 2020, $54 million for those additional pension benefits and $201 million for those additional retiree medical benefits. Also, the Company recognized, in 2020, $430 million in settlement losses related to the defined benefit pension plan covering certain U.S. non-pilot employees.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Actuarial assumption changes are reflected as a component of the net actuarial (gain) loss. The 2022 actuarial gains were mainly related to an increase in the discount rate applied at December 31, 2022 compared to December 31, 2021, which were partially offset by losses on pension plan assets due to asset returns being less than expected. Actuarial (gains) losses will be amortized over the average remaining service life of the covered active employees. </span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following tables set forth the reconciliation of the beginning and ending balances of the benefit obligation and plan assets, the funded status and the amounts recognized in these financial statements for the defined benefit and other postretirement plans (in millions):</span></div><div style="margin-bottom:10pt;margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.415%"><tr><td style="width:1.0%"/><td style="width:67.282%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.341%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.342%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Pension Benefits</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Year Ended December 31, 2022</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Year Ended December 31, 2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accumulated benefit obligation:</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,596 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,496 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:8pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Change in projected benefit obligation:</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Projected benefit obligation at beginning of year</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,473 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,525 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Service cost</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">204 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">239 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Interest cost</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">188 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">184 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Actuarial gain</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,186)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(188)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Benefits paid</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(464)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(263)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Curtailment</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(12)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(34)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(12)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Projected benefit obligation at end of year</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,181 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,473 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Change in plan assets:</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Fair value of plan assets at beginning of year</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,626 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,069 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Actual income (loss) on plan assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(678)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">437 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Employer contributions</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">387 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Benefits paid</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(464)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(263)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(25)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Fair value of plan assets at end of year</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,467 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,626 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Funded status—Net amount recognized</span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(714)</span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,847)</span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr style="height:14pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Pension Benefits</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31, 2022</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31, 2021</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amounts recognized in the consolidated balance sheets consist of:</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Noncurrent asset</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">44 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">75 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current liability</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(11)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Noncurrent liability</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(747)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,920)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total liability</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(714)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,847)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amounts recognized in accumulated other comprehensive income ( loss) consist of:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net actuarial loss</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(77)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,406)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Prior service cost</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total accumulated other comprehensive loss</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(78)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,407)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.561%"><tr><td style="width:1.0%"/><td style="width:65.419%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.199%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.348%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Other Postretirement Benefits</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Year Ended December 31, 2022</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Year Ended December 31, 2021</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Change in benefit obligation:</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Benefit obligation at beginning of year</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,129 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,082 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Service cost</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Interest cost</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Plan participants' contributions</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">69 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">66 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Benefits paid</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(179)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(199)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Actuarial (gain) loss</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(270)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">114 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Special termination benefit</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Benefit obligation at end of year</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">788 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,129 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Change in plan assets:</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Fair value of plan assets at beginning of year</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">49 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">51 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Actual return on plan assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Employer contributions</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">108 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">130</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Plan participants' contributions</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">69 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">66 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Benefits paid</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(179)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(199)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Fair value of plan assets at end of year</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">49 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Funded status—Net amount recognized</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(740)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,080)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:65.615%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.175%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.177%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Other Postretirement Benefits</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31, 2022</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31, 2021</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amounts recognized in the consolidated balance sheets consist of:</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current liability</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(69)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(80)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Noncurrent liability</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(671)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,000)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total liability</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(740)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,080)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amounts recognized in accumulated other comprehensive income (loss) consist of:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net actuarial gain</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">369 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">113 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Prior service credit</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">335 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">447 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total accumulated other comprehensive income</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">704 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">560 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following information relates to all pension plans with an accumulated benefit obligation and a projected benefit obligation in excess of plan assets at December 31 (in millions): </span></div><div style="margin-bottom:5pt;margin-top:14pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:65.615%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.175%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.177%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Projected benefit obligation</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,045 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,231 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accumulated benefit obligation</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,461 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,255 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Fair value of plan assets</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,287 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,309 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:5pt;margin-top:4pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Net periodic benefit cost (credit) for the years ended December 31 included the following components (in millions):</span></div><div style="margin-bottom:5pt;margin-top:14pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.122%"><tr><td style="width:1.0%"/><td style="width:32.085%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.782%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.537%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.256%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.537%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.487%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.537%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.256%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.537%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.487%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.537%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.262%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Pension Benefits</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Other Postretirement Benefits</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Pension Benefits</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Other Postretirement Benefits</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Pension Benefits</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Other Postretirement Benefits</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Service cost</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">204 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">239 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">216 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Interest cost</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">188 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">184 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">209 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">28 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected return on plan assets</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(306)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(283)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(328)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortization of unrecognized actuarial (gain) loss</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">120 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(14)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">170 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(28)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">162 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(40)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortization of prior service credits</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(112)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(123)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(124)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Settlement loss - Voluntary Programs</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">430 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Special termination benefits - Voluntary Programs</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">201 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Curtailment</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">22 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net periodic benefit cost (credit)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">211 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(88)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">307 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(86)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">766 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">74 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:5pt;margin-top:4pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Service cost is recorded in Salaries and related costs on the statement of consolidated operations. All other components of net periodic benefit costs are recorded in Miscellaneous, net on the statement of consolidated operations. </span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's expected Net periodic benefit cost (credit) for 2023 is as follows (in millions):</span></div><div style="margin-bottom:5pt;margin-top:4pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:66.005%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.823%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.545%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Pension Benefits</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Other Postretirement Benefits</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net periodic benefit cost (credit)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">97 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(105)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The assumptions used for the benefit plans were as follows:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.561%"><tr><td style="width:1.0%"/><td style="width:72.321%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.234%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.974%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.237%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Pension Benefits</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Assumptions used to determine benefit obligations</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Discount rate</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.20 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.90 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Rate of compensation increase</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.83 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.83 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr style="height:3pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Assumptions used to determine net expense</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Discount rate</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.90 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.72 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected return on plan assets</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.16 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.28 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Rate of compensation increase</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.83 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.88 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div><div style="margin-bottom:5pt;margin-top:9pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.561%"><tr><td style="width:1.0%"/><td style="width:72.321%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.234%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.974%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.237%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Other Postretirement Benefits</span></td></tr><tr><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Assumptions used to determine benefit obligations</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Discount rate</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.66 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.82 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr style="height:15pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Assumptions used to determine net expense</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Discount rate</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.82 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.43 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected return on plan assets</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.00 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.00 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Health care cost trend rate assumed for next year</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.60 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.70 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Rate to which the cost trend rate is assumed to decline (ultimate trend rate in 2033)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.50 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.50 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company used the Society of Actuaries' PRI-2012 Private Retirement Plans Mortality Tables projected generationally using the Society of Actuaries' MP-2021 projection scale.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company selected the 2022 discount rate for substantially all of its plans by using a hypothetical portfolio of high-quality bonds at December 31, 2022 that would provide the necessary cash flows to match projected benefit payments.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We develop our expected long-term rate of return assumption for our defined benefit plans based on historical experience and by evaluating input from the trustee managing the plans' assets.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Our expected long-term rate of return on plan assets for these plans is based on a target allocation of assets, which is based on our goal of earning the highest rate of return while maintaining risk at acceptable levels. The plans strive to have assets sufficiently diversified so that adverse or unexpected results from one security class will not have an unduly detrimental impact on the entire portfolio. Plan fiduciaries regularly review our actual asset allocation and the pension plans' investments are periodically rebalanced to our targeted allocation when considered appropriate. United's plan assets are allocated within the following guidelines:</span></div><div style="margin-bottom:5pt;margin-top:9pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:94.883%"><tr><td style="width:1.0%"/><td style="width:64.693%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.682%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:3.214%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.570%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.770%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:3.371%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="6" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%"> Percent of Total</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="6" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Expected Long-Term<br/>Rate of Return</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Equity securities</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:6pt;text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25-40</span></div></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Fixed-income securities</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> 40-55</span></div></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Alternatives</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15-25</span></div></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div style="margin-bottom:5pt;margin-top:9pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:96.052%"><tr><td style="width:1.0%"/><td style="width:68.763%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.865%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.903%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.408%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.361%"/><td style="width:0.1%"/></tr><tr><td colspan="15" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">The table below shows the impacts of a change in certain assumptions on the 2023 net periodic benefit cost and the benefit obligations at December 31, 2022 (in millions):</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Pension Benefits</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Other Postretirement Benefits</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Impact on Benefit Obligation at December 31, 2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="margin-bottom:5pt;margin-top:4pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">100 basis points decrease in the weighted average discount rate</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">813 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Impact on 2023 Net Periodic Benefit Cost</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="margin-bottom:5pt;margin-top:4pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">100 basis points decrease in the weighted average discount rate (a)</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">93 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="margin-bottom:5pt;margin-top:4pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">100 basis points decrease in the expected long-term rate of return on plan assets</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="15" style="border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(a) In general, as discount rates increase, the impact of changes in discount rates decreases. Therefore, these sensitivities cannot be extrapolated for larger increases or decreases in the discount rate. In addition, benefit cost is affected by other factors including, but not limited to, investment performance, contributions, demographic experience and other assumption changes.</span></td></tr></table></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Fair Value Information.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Accounting standards require us to use valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows:</span></div><div style="margin-top:14pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:94.152%"><tr><td style="width:1.0%"/><td style="width:7.595%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.943%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.943%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.943%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.943%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.943%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.943%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.947%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Level 1</span></td><td colspan="21" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unadjusted quoted prices in active markets for assets or liabilities identical to those to be reported at fair value</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Level 2</span></td><td colspan="21" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities or market-corroborated inputs</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Level 3</span></td><td colspan="21" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants would price the assets or liabilities</span></td></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Assets and liabilities measured at fair value are based on the valuation techniques identified in the tables below. The valuation techniques are as follows:</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(a) </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Market approach. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities; and</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(b) </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Income approach.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Techniques to convert future amounts to a single current value based on market expectations (including present value techniques, option-pricing and excess earnings models).</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following tables present information about United's pension and other postretirement plan assets at December 31 (in millions):</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:98.684%"><tr><td style="width:1.0%"/><td style="width:17.270%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:4.974%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.159%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.159%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.159%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.937%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:4.974%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.159%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.159%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:5.862%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.948%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="27" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-left:1pt solid #000000;padding:0 1pt"/><td colspan="27" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Pension Plan Assets:</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Level 3</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Assets Measured at NAV(a)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-left:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Level 3</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Assets Measured at NAV(a)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Equity securities funds</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,183 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">58 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">26 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">114 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">985 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-left:1pt solid #000000;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,754 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">71 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">44 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">147 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,492 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Fixed-income securities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,316 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">527 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">784 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-left:1pt solid #000000;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,850 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">739 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">15 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,096 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Alternatives</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">887 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">161 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">726 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-left:1pt solid #000000;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">847 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">216 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">631 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Other investments</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">81 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">54 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-left:1pt solid #000000;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">175 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">108 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">59 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,467 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">64 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">569 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">285 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,549 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-left:1pt solid #000000;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">4,626 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">179 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">842 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">386 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,219 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Other Postretirement Benefit Plan Assets:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-left:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;border-bottom:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Deposit administration fund</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">48 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">48 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-left:1pt solid #000000;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">49 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">49 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:2pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:120%">(a) In accordance with the relevant accounting standards, certain investments that are measured at fair value using the net asset value ("NAV") per share (or its equivalent) have not been classified in the fair value hierarchy. These investments are commingled funds that invest in equity securities and fixed-income instruments including bonds, debt securities, and other similar instruments issued by various U.S. and non-U.S. public- or private-sector entities. Redemption periods for these investments range from daily to semiannually.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Equity and Fixed-Income. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Equities include investments in both developed market and emerging market equity securities. Fixed-income includes primarily U.S. and non-U.S. government fixed-income securities and non-U.S. corporate fixed-income securities, as well as securitized debt securities.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Deposit Administration Fund. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">This investment is a stable value investment product structured to provide investment income.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Alternatives. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Alternative investments consist primarily of investments in hedge funds, real estate and private equity interests.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Other investments. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Other investments consist of primarily cash equivalents, as well as insurance contracts.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents reconciliation of United's benefit plan assets measured at fair value using unobservable inputs (Level 3) for the years ended December 31, 2022 and 2021 (in millions):</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.269%"><tr><td style="width:1.0%"/><td style="width:72.979%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.125%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.534%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.125%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.537%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance at beginning of year</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">435 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">401 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Actual income (loss) on plan assets:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sold during the year</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Held at year end</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(39)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Purchases, sales, issuances and settlements (net)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(97)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(16)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance at end of year</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">333 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">435 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:5pt;margin-top:4pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Funding requirements for tax-qualified defined benefit pension plans are determined by government regulations. The Company does not expect any minimum required contributions for 2023 for its tax-qualified defined benefit pension plans. The Company expects to make approximately $113 million in contributions to its other postretirement benefit plans in 2023.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The estimated future benefit payments, net of expected participant contributions, in United's pension plans and other postretirement benefit plans for the next ten years, as of December 31, 2022, are as follows (in millions):</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:68.929%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.519%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.522%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Pension</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Other Postretirement</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">255 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">120 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">253 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">109 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">282 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">94 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">304 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">323 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">78 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Years 2028 – 2032</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,776 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">293 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Defined Contribution Plans.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> United offers several defined contribution plans to its employees. Depending upon the employee group, employer contributions consist of matching contributions and/or non-elective employer contributions. United's employer contribution percentages to its primary 401(k) defined contribution plans vary from 1% to 16% of eligible earnings depending on the terms of each plan. United recorded expenses for its primary 401(k) defined contribution plans of $756 million, $651 million and $687 million in the years ended December 31, 2022, 2021 and 2020, respectively.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Multi-Employer Plans.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">United's participation in the IAM National Pension Plan ("IAM Plan") for the annual period ended December 31, 2022 is outlined in the table below. The risks of participating in these multi-employer plans are different from single-employer plans, as United may be subject to additional risks that others do not meet their obligations, which in certain circumstances could revert to United. The IAM Plan reported $507 million in employers' contributions for the year ended December 31, 2021. For 2021, the Company's contributions to the IAM Plan represented more than 5% of total contributions to the IAM Plan. The 2022 information is not available as the applicable Form 5500 is not final for the plan year.</span></div><div style="margin-bottom:5pt;margin-top:14pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:98.830%"><tr><td style="width:1.0%"/><td style="width:43.722%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:54.078%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Pension Fund</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">IAM National Pension Fund ("Fund")</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">EIN/ Pension Plan Number</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">51-6031295 — 002</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Pension Protection Act Zone Status (2022 and 2021)</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Critical (2022 and 2021). A plan is in "critical" status if the funded percentage is less than 65 percent. On April 17, 2019, the IAM National Pension Fund Board of Trustees voluntarily elected for the Fund to be in critical status effective for the plan year beginning January 1, 2019 to strengthen the Fund's financial health. The Fund's funded percentage was 83.7% as of January 1, 2021.</span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">FIP/RP Status Pending/Implemented</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">A 10-year Rehabilitation Plan effective, January 1, 2022, was adopted on April 17, 2019 that requires the Company to make an additional contribution of 2.5% of the hourly contribution rate, compounded annually for the length of the Rehabilitation Plan, effective June 1, 2019.</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">United's Contributions</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$75 million, $58 million and $53 million in the years ended December 31, 2022, 2021 and 2020, respectively</span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Surcharge Imposed</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">No</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expiration Date of Collective Bargaining Agreement</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">N/A</span></td></tr></table></div><div style="margin-bottom:5pt;margin-top:4pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Profit Sharing. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Substantially all employees participate in profit sharing based on a percentage of pre-tax earnings, excluding special charges, profit sharing expense and share-based compensation. Profit sharing percentages range from 5% to 20% depending on the work group, and in some cases profit sharing percentages vary above and below certain pre-tax margin thresholds. Eligible U.S. co-workers in each participating work group receive a profit sharing payout using a formula based on the ratio of each qualified co-worker's annual eligible earnings to the eligible earnings of all qualified co-workers in all domestic work groups. Eligible non-U.S. co-workers receive profit sharing based on the calculation under the U.S. profit sharing plan for management and administrative employees. The Company recorded profit sharing and related payroll tax expense of $133 million in 2022. As a result of the pre-tax losses in 2021 and 2020, no profit sharing was recorded. Profit sharing expense is recorded as a component of Salaries and related costs in the Company's statements of consolidated operations.</span></div> 2 125000 75000 -31000000 -54000000 -201000000 -430000000 <div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following tables set forth the reconciliation of the beginning and ending balances of the benefit obligation and plan assets, the funded status and the amounts recognized in these financial statements for the defined benefit and other postretirement plans (in millions):</span></div><div style="margin-bottom:10pt;margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.415%"><tr><td style="width:1.0%"/><td style="width:67.282%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.341%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.342%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Pension Benefits</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Year Ended December 31, 2022</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Year Ended December 31, 2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accumulated benefit obligation:</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,596 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,496 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:8pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Change in projected benefit obligation:</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Projected benefit obligation at beginning of year</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,473 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,525 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Service cost</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">204 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">239 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Interest cost</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">188 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">184 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Actuarial gain</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,186)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(188)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Benefits paid</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(464)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(263)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Curtailment</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(12)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(34)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(12)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Projected benefit obligation at end of year</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,181 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,473 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Change in plan assets:</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Fair value of plan assets at beginning of year</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,626 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,069 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Actual income (loss) on plan assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(678)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">437 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Employer contributions</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">387 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Benefits paid</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(464)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(263)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(25)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Fair value of plan assets at end of year</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,467 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,626 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Funded status—Net amount recognized</span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(714)</span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,847)</span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr style="height:14pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Pension Benefits</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31, 2022</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31, 2021</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amounts recognized in the consolidated balance sheets consist of:</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Noncurrent asset</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">44 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">75 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current liability</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(11)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Noncurrent liability</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(747)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,920)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total liability</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(714)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,847)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amounts recognized in accumulated other comprehensive income ( loss) consist of:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net actuarial loss</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(77)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,406)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Prior service cost</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total accumulated other comprehensive loss</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(78)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,407)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.561%"><tr><td style="width:1.0%"/><td style="width:65.419%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.199%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.348%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Other Postretirement Benefits</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Year Ended December 31, 2022</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Year Ended December 31, 2021</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Change in benefit obligation:</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Benefit obligation at beginning of year</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,129 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,082 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Service cost</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Interest cost</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Plan participants' contributions</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">69 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">66 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Benefits paid</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(179)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(199)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Actuarial (gain) loss</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(270)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">114 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Special termination benefit</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Benefit obligation at end of year</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">788 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,129 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Change in plan assets:</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Fair value of plan assets at beginning of year</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">49 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">51 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Actual return on plan assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Employer contributions</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">108 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">130</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Plan participants' contributions</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">69 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">66 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Benefits paid</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(179)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(199)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Fair value of plan assets at end of year</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">49 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Funded status—Net amount recognized</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(740)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,080)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 3596000000 5496000000 6473000000 6525000000 204000000 239000000 188000000 184000000 2186000000 188000000 464000000 263000000 0 12000000 -34000000 -12000000 4181000000 6473000000 4626000000 4069000000 -678000000 437000000 8000000 387000000 464000000 263000000 -25000000 -4000000 3467000000 4626000000 -714000000 -1847000000 44000000 75000000 11000000 2000000 747000000 1920000000 -714000000 -1847000000 -77000000 -1406000000 1000000 1000000 78000000 1407000000 1129000000 1082000000 9000000 10000000 30000000 25000000 69000000 66000000 179000000 199000000 270000000 -114000000 0 31000000 788000000 1129000000 49000000 51000000 1000000 1000000 108000000 130000000 69000000 66000000 179000000 199000000 48000000 49000000 -740000000 -1080000000 <table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:65.615%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.175%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.177%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Other Postretirement Benefits</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31, 2022</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31, 2021</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amounts recognized in the consolidated balance sheets consist of:</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current liability</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(69)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(80)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Noncurrent liability</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(671)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,000)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total liability</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(740)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,080)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amounts recognized in accumulated other comprehensive income (loss) consist of:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net actuarial gain</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">369 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">113 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Prior service credit</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">335 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">447 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total accumulated other comprehensive income</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">704 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">560 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 69000000 80000000 671000000 1000000000 -740000000 -1080000000 369000000 113000000 -335000000 -447000000 -704000000 -560000000 <div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following information relates to all pension plans with an accumulated benefit obligation and a projected benefit obligation in excess of plan assets at December 31 (in millions): </span></div><div style="margin-bottom:5pt;margin-top:14pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:65.615%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.175%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.177%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Projected benefit obligation</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,045 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,231 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accumulated benefit obligation</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,461 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,255 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Fair value of plan assets</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,287 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,309 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 4045000000 6231000000 3461000000 5255000000 3287000000 4309000000 <div style="margin-bottom:5pt;margin-top:4pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Net periodic benefit cost (credit) for the years ended December 31 included the following components (in millions):</span></div><div style="margin-bottom:5pt;margin-top:14pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.122%"><tr><td style="width:1.0%"/><td style="width:32.085%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.782%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.537%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.256%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.537%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.487%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.537%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.256%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.537%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.487%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.537%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.262%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Pension Benefits</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Other Postretirement Benefits</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Pension Benefits</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Other Postretirement Benefits</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Pension Benefits</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Other Postretirement Benefits</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Service cost</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">204 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">239 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">216 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Interest cost</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">188 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">184 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">209 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">28 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected return on plan assets</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(306)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(283)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(328)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortization of unrecognized actuarial (gain) loss</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">120 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(14)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">170 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(28)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">162 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(40)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortization of prior service credits</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(112)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(123)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(124)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Settlement loss - Voluntary Programs</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">430 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Special termination benefits - Voluntary Programs</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">201 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Curtailment</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">22 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net periodic benefit cost (credit)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">211 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(88)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">307 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(86)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">766 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">74 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's expected Net periodic benefit cost (credit) for 2023 is as follows (in millions):</span></div><div style="margin-bottom:5pt;margin-top:4pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:66.005%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.823%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.545%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Pension Benefits</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Other Postretirement Benefits</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net periodic benefit cost (credit)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">97 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(105)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 204000000 9000000 239000000 10000000 216000000 10000000 188000000 30000000 184000000 25000000 209000000 28000000 306000000 1000000 283000000 1000000 328000000 1000000 -120000000 14000000 -170000000 28000000 -162000000 40000000 0 -112000000 0 -123000000 0 -124000000 0 0 0 0 -430000000 0 0 0 0 -31000000 -54000000 -201000000 0 0 8000000 0 -1000000 0 5000000 0 5000000 0 22000000 0 211000000 -88000000 307000000 -86000000 766000000 74000000 97000000 -105000000 <div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The assumptions used for the benefit plans were as follows:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.561%"><tr><td style="width:1.0%"/><td style="width:72.321%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.234%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.974%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.237%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Pension Benefits</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Assumptions used to determine benefit obligations</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Discount rate</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.20 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.90 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Rate of compensation increase</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.83 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.83 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr style="height:3pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Assumptions used to determine net expense</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Discount rate</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.90 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.72 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected return on plan assets</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.16 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.28 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Rate of compensation increase</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.83 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.88 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div><div style="margin-bottom:5pt;margin-top:9pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.561%"><tr><td style="width:1.0%"/><td style="width:72.321%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.234%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.974%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.237%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Other Postretirement Benefits</span></td></tr><tr><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Assumptions used to determine benefit obligations</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Discount rate</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.66 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.82 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr style="height:15pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Assumptions used to determine net expense</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Discount rate</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.82 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.43 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected return on plan assets</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.00 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.00 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Health care cost trend rate assumed for next year</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.60 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.70 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Rate to which the cost trend rate is assumed to decline (ultimate trend rate in 2033)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.50 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.50 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div> 0.0520 0.0290 0.0383 0.0383 0.0290 0.0272 0.0716 0.0728 0.0383 0.0388 0.0566 0.0282 0.0282 0.0243 0.0300 0.0300 0.0560 0.0570 0.0450 0.0450 Plan fiduciaries regularly review our actual asset allocation and the pension plans' investments are periodically rebalanced to our targeted allocation when considered appropriate. United's plan assets are allocated within the following guidelines:<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:94.883%"><tr><td style="width:1.0%"/><td style="width:64.693%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.682%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:3.214%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.570%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.770%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:3.371%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="6" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%"> Percent of Total</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="6" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Expected Long-Term<br/>Rate of Return</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Equity securities</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:6pt;text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25-40</span></div></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Fixed-income securities</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> 40-55</span></div></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Alternatives</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15-25</span></div></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table> 0.25 0.40 0.09 0.40 0.55 0.07 0.15 0.25 0.08 <table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:96.052%"><tr><td style="width:1.0%"/><td style="width:68.763%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.865%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.903%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.408%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.361%"/><td style="width:0.1%"/></tr><tr><td colspan="15" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">The table below shows the impacts of a change in certain assumptions on the 2023 net periodic benefit cost and the benefit obligations at December 31, 2022 (in millions):</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Pension Benefits</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Other Postretirement Benefits</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Impact on Benefit Obligation at December 31, 2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="margin-bottom:5pt;margin-top:4pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">100 basis points decrease in the weighted average discount rate</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">813 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Impact on 2023 Net Periodic Benefit Cost</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="margin-bottom:5pt;margin-top:4pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">100 basis points decrease in the weighted average discount rate (a)</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">93 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="margin-bottom:5pt;margin-top:4pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">100 basis points decrease in the expected long-term rate of return on plan assets</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="15" style="border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(a) In general, as discount rates increase, the impact of changes in discount rates decreases. Therefore, these sensitivities cannot be extrapolated for larger increases or decreases in the discount rate. In addition, benefit cost is affected by other factors including, but not limited to, investment performance, contributions, demographic experience and other assumption changes.</span></td></tr></table> 813000000 50000000 93000000 1000000 33000000 0 Accounting standards require us to use valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows:<div style="margin-top:14pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:94.152%"><tr><td style="width:1.0%"/><td style="width:7.595%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.943%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.943%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.943%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.943%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.943%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.943%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.947%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Level 1</span></td><td colspan="21" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unadjusted quoted prices in active markets for assets or liabilities identical to those to be reported at fair value</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Level 2</span></td><td colspan="21" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities or market-corroborated inputs</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Level 3</span></td><td colspan="21" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants would price the assets or liabilities</span></td></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Assets and liabilities measured at fair value are based on the valuation techniques identified in the tables below. The valuation techniques are as follows:</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(a) </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Market approach. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities; and</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(b) </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Income approach.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Techniques to convert future amounts to a single current value based on market expectations (including present value techniques, option-pricing and excess earnings models).</span></div> <div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following tables present information about United's pension and other postretirement plan assets at December 31 (in millions):</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:98.684%"><tr><td style="width:1.0%"/><td style="width:17.270%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:4.974%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.159%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.159%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.159%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.937%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:4.974%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.159%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.159%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:5.862%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.948%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="27" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-left:1pt solid #000000;padding:0 1pt"/><td colspan="27" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Pension Plan Assets:</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Level 3</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Assets Measured at NAV(a)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-left:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Level 3</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Assets Measured at NAV(a)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Equity securities funds</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,183 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">58 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">26 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">114 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">985 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-left:1pt solid #000000;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,754 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">71 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">44 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">147 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,492 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Fixed-income securities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,316 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">527 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">784 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-left:1pt solid #000000;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,850 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">739 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">15 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1,096 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Alternatives</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">887 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">161 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">726 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-left:1pt solid #000000;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">847 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">216 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">631 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Other investments</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">81 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">54 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-left:1pt solid #000000;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">175 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">108 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">59 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,467 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">64 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">569 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">285 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2,549 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-left:1pt solid #000000;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">4,626 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">179 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">842 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">386 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3,219 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Other Postretirement Benefit Plan Assets:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-left:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;border-bottom:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Deposit administration fund</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">48 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">48 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-left:1pt solid #000000;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">49 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">49 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:2pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:120%">(a) In accordance with the relevant accounting standards, certain investments that are measured at fair value using the net asset value ("NAV") per share (or its equivalent) have not been classified in the fair value hierarchy. These investments are commingled funds that invest in equity securities and fixed-income instruments including bonds, debt securities, and other similar instruments issued by various U.S. and non-U.S. public- or private-sector entities. Redemption periods for these investments range from daily to semiannually.</span></div> 1183000000 58000000 26000000 114000000 985000000 1754000000 71000000 44000000 147000000 1492000000 1316000000 0 527000000 5000000 784000000 1850000000 0 739000000 15000000 1096000000 887000000 0 0 161000000 726000000 847000000 0 0 216000000 631000000 81000000 6000000 16000000 5000000 54000000 175000000 108000000 59000000 8000000 0 3467000000 64000000 569000000 285000000 2549000000 4626000000 179000000 842000000 386000000 3219000000 48000000 0 0 48000000 0 49000000 0 0 49000000 0 <div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents reconciliation of United's benefit plan assets measured at fair value using unobservable inputs (Level 3) for the years ended December 31, 2022 and 2021 (in millions):</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.269%"><tr><td style="width:1.0%"/><td style="width:72.979%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.125%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.534%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.125%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.537%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance at beginning of year</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">435 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">401 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Actual income (loss) on plan assets:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sold during the year</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Held at year end</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(39)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Purchases, sales, issuances and settlements (net)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(97)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(16)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance at end of year</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">333 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">435 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 435000000 401000000 34000000 2000000 -39000000 48000000 -97000000 -16000000 333000000 435000000 113000000 <div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The estimated future benefit payments, net of expected participant contributions, in United's pension plans and other postretirement benefit plans for the next ten years, as of December 31, 2022, are as follows (in millions):</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:68.929%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.519%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.522%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Pension</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Other Postretirement</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">255 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">120 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">253 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">109 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">282 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">94 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">304 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">323 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">78 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Years 2028 – 2032</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,776 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">293 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 255000000 120000000 253000000 109000000 282000000 94000000 304000000 86000000 323000000 78000000 1776000000 293000000 0.01 0.16 756000000 651000000 687000000 United's participation in the IAM National Pension Plan ("IAM Plan") for the annual period ended December 31, 2022 is outlined in the table below. The risks of participating in these multi-employer plans are different from single-employer plans, as United may be subject to additional risks that others do not meet their obligations, which in certain circumstances could revert to United. The IAM Plan reported $507 million in employers' contributions for the year ended December 31, 2021. For 2021, the Company's contributions to the IAM Plan represented more than 5% of total contributions to the IAM Plan. The 2022 information is not available as the applicable Form 5500 is not final for the plan year.<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:98.830%"><tr><td style="width:1.0%"/><td style="width:43.722%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:54.078%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Pension Fund</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">IAM National Pension Fund ("Fund")</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">EIN/ Pension Plan Number</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">51-6031295 — 002</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Pension Protection Act Zone Status (2022 and 2021)</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Critical (2022 and 2021). A plan is in "critical" status if the funded percentage is less than 65 percent. On April 17, 2019, the IAM National Pension Fund Board of Trustees voluntarily elected for the Fund to be in critical status effective for the plan year beginning January 1, 2019 to strengthen the Fund's financial health. The Fund's funded percentage was 83.7% as of January 1, 2021.</span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">FIP/RP Status Pending/Implemented</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">A 10-year Rehabilitation Plan effective, January 1, 2022, was adopted on April 17, 2019 that requires the Company to make an additional contribution of 2.5% of the hourly contribution rate, compounded annually for the length of the Rehabilitation Plan, effective June 1, 2019.</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">United's Contributions</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$75 million, $58 million and $53 million in the years ended December 31, 2022, 2021 and 2020, respectively</span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Surcharge Imposed</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">No</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expiration Date of Collective Bargaining Agreement</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">N/A</span></td></tr></table> 507000000 0.837 P10Y 0.00025 75000000 58000000 53000000 No 0.05 0.20 133000000 0 0 FAIR VALUE MEASUREMENTS, INVESTMENTS AND NOTES RECEIVABLE<span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Fair Value Information.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Accounting standards require us to use valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are described in Note 7 of this report. The table below presents disclosures about the fair value of financial assets and liabilities measured at fair value on a recurring basis in the Company's financial statements as of December 31 (in millions):</span><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.122%"><tr><td style="width:1.0%"/><td style="width:32.380%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.569%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.537%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.569%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.537%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.569%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.537%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.569%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.537%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.569%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.537%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.569%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.537%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.569%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.537%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.578%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 3</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 3</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash and cash equivalents</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,166 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,166 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,283 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,283 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restricted cash - current (Note 1)</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">37 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">37 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restricted cash - non-current (Note 1)</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">210 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">210 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">213 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">213 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Short-term investments:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. government and agency notes</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,914 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,914 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Asset-backed securities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">325 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">325 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">26 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">26 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Corporate debt</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">95 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">95 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Long-term investments:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Equity securities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">189 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">189 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">229 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">229 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Investments presented in the table above have the same fair value as their carrying value.</span></div><div style="margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Short-term investments</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> — </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:11pt;font-weight:400;line-height:120%">T</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">he short-term investments shown in the table above are classified as available-for-sale and have remaining maturities of approximately one year or less. </span></div><div style="margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Long Term Investments: Equity securities</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> — Represents equity and equity-linked securities (such as vested warrants) in Azul Linhas Aéreas Brasileiras S.A., Clear Secure, Inc., Archer Aviation Inc. and Eve Holding, Inc.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Other fair value information -</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The table below presents the carrying values and estimated fair values of financial instruments not presented in the tables above as of December 31 (in millions). Carrying amounts include any related discounts, premiums and issuance costs:</span></div><div style="margin-bottom:5pt;margin-top:14pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:12.788%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.818%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.940%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.356%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.940%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.356%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.818%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.940%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.356%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.648%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.370%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="27" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="27" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Carrying Amount</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="21" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Fair Value</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Carrying Amount</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="21" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Fair Value</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 3</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 3</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Long-term debt</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31,194 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29,371 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">23,990 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,381 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33,363 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34,550 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29,088 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,462 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div style="margin-bottom:5pt;margin-top:4pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Fair value of the financial instruments included in the tables above was determined as follows:</span></div><div style="margin-bottom:5pt;margin-top:14pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:96.783%"><tr><td style="width:1.0%"/><td style="width:33.794%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:64.006%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="border-left:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Description</span></td><td colspan="3" style="border-left:1pt solid #000000;border-right:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fair Value Methodology</span></td></tr><tr><td colspan="3" style="border-left:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash and cash equivalents and<br/>Restricted cash (current and non-current)</span></td><td colspan="3" style="border-left:1pt solid #000000;border-right:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">The carrying amounts of these assets approximate fair value.</span></td></tr><tr><td colspan="3" style="border-left:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Short-term and Long-term investments</span></td><td colspan="3" style="border-left:1pt solid #000;border-right:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Fair value is based on (a) the trading prices of the investment or similar<br/>instruments or (b) broker quotes obtained by third-party valuation services.</span></td></tr><tr><td colspan="3" style="border-bottom:1pt solid #000000;border-left:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Long-term debt </span></td><td colspan="3" style="border-bottom:1pt solid #000000;border-left:1pt solid #000000;border-right:1pt solid #000000;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Fair values were based on either market prices or the discounted amount of future cash flows using our current incremental rate of borrowing for similar liabilities or assets.</span></td></tr></table></div><div style="margin-top:4pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Investments in Regional Carriers.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> United holds investments in three regional carriers that fly for the Company as United Express under its CPAs. The combined carrying value of the investments was approximately $188 million as of December 31, 2022. Each investment and United's ownership stake are listed below.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">CommuteAir LLC. United owns a 40% minority ownership stake in CommuteAir LLC, which does business as CommuteAir. CommuteAir currently operates 63 regional aircraft under a CPA that has a term through 2026. We account for this investment using the equity method.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">Republic Airways Holdings Inc. ("Republic Holdings"). United holds a 19% minority interest in Republic Holdings. Republic Holdings is the parent company of Republic Airways Inc. ("Republic"). Republic currently operates 66 regional aircraft under CPAs that have terms through 2036. We account for this investment using the equity method.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">Mesa Air Group, Inc. ("Mesa Air Group"). In January 2023, United obtained a 10% minority interest in Mesa Air Group, the parent company of Mesa Airlines, Inc. ("Mesa"). Mesa currently operates 63 regional aircraft, with the opportunity to operate up to 80 regional aircraft, under a CPA that has a term through 2032.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Other Investments.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> United holds equity investments in a number of companies with emerging technologies and sustainable solutions. United also has equity investments in Avianca Group International Limited, a multinational airline holding company, and JetSuiteX, Inc., an independent air carrier doing business as JSX. None of these investments have readily determinable fair values. We account for these investments at cost less impairment, adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer. As of December 31, 2022, the carrying value of these investments was $434 million. </span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Notes Receivable.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The Company has $101 million of notes receivable, net of allowance for credit losses, the majority of which is from certain of its regional carriers. The loans are recorded in Investments in affiliates and other, less allowance for credit losses on the Company's consolidated balance sheet.</span></div> The table below presents disclosures about the fair value of financial assets and liabilities measured at fair value on a recurring basis in the Company's financial statements as of December 31 (in millions):<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.122%"><tr><td style="width:1.0%"/><td style="width:32.380%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.569%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.537%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.569%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.537%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.569%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.537%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.569%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.537%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.569%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.537%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.569%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.537%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.569%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.537%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.578%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 3</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 3</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash and cash equivalents</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,166 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,166 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,283 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,283 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restricted cash - current (Note 1)</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">37 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">37 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restricted cash - non-current (Note 1)</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">210 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">210 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">213 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">213 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Short-term investments:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. government and agency notes</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,914 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,914 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Asset-backed securities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">325 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">325 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">26 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">26 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Corporate debt</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">95 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">95 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Long-term investments:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Equity securities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">189 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">189 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">229 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">229 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 7166000000 7166000000 0 0 18283000000 18283000000 0 0 45000000 45000000 0 0 37000000 37000000 0 0 210000000 210000000 0 0 213000000 213000000 0 0 8914000000 0 8914000000 0 2000000 0 2000000 0 325000000 0 325000000 0 26000000 0 26000000 0 9000000 0 9000000 0 95000000 0 95000000 0 189000000 189000000 0 0 229000000 229000000 0 0 The table below presents the carrying values and estimated fair values of financial instruments not presented in the tables above as of December 31 (in millions). Carrying amounts include any related discounts, premiums and issuance costs:<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:12.788%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.818%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.940%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.356%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.940%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.356%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.818%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.940%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.356%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.648%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.370%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="27" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="27" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Carrying Amount</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="21" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Fair Value</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Carrying Amount</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="21" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Fair Value</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 3</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 3</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Long-term debt</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31,194 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29,371 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">23,990 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,381 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33,363 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34,550 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29,088 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,462 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table> 31194000000 29371000000 0 23990000000 5381000000 33363000000 34550000000 0 29088000000 5462000000 <div style="margin-bottom:5pt;margin-top:4pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Fair value of the financial instruments included in the tables above was determined as follows:</span></div><div style="margin-bottom:5pt;margin-top:14pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:96.783%"><tr><td style="width:1.0%"/><td style="width:33.794%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:64.006%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="border-left:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Description</span></td><td colspan="3" style="border-left:1pt solid #000000;border-right:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fair Value Methodology</span></td></tr><tr><td colspan="3" style="border-left:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash and cash equivalents and<br/>Restricted cash (current and non-current)</span></td><td colspan="3" style="border-left:1pt solid #000000;border-right:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">The carrying amounts of these assets approximate fair value.</span></td></tr><tr><td colspan="3" style="border-left:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Short-term and Long-term investments</span></td><td colspan="3" style="border-left:1pt solid #000;border-right:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Fair value is based on (a) the trading prices of the investment or similar<br/>instruments or (b) broker quotes obtained by third-party valuation services.</span></td></tr><tr><td colspan="3" style="border-bottom:1pt solid #000000;border-left:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Long-term debt </span></td><td colspan="3" style="border-bottom:1pt solid #000000;border-left:1pt solid #000000;border-right:1pt solid #000000;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Fair values were based on either market prices or the discounted amount of future cash flows using our current incremental rate of borrowing for similar liabilities or assets.</span></td></tr></table></div> 3 188000000 0.40 63 0.19 66 0.10 63 80 434000000 101000000 DEBT<div style="margin-bottom:1pt;margin-top:6pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:37.699%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:5.342%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:5.342%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:5.342%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.971%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:5.342%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:5.781%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:5.342%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.824%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.124%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.127%"/><td style="width:0.1%"/></tr><tr style="height:14pt"><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%;text-decoration:underline">(In millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" rowspan="2" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Maturity Dates</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" rowspan="2" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Interest Rate(s) at December 31, 2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">At December 31,</span></td></tr><tr style="height:14pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Aircraft notes (a)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">—</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2034</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.70 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">—</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.48 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,262 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,293 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><div style="padding-left:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">MileagePlus Senior Secured Notes</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.50 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,420 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,800 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><div style="padding-left:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">MileagePlus Term Loan Faci</span><span style="background-color:#cceeff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">lity (b)</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10.00 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,700 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,000 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026 and 2029 Notes</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">—</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2029</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.38 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">—</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.63 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><div style="padding-left:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2021 Term Loan</span><span style="background-color:#cceeff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">s (b)</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2028</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.11 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,913 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,963 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%;text-decoration:underline">Unsecured</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Notes</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">—</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.88 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">—</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.00 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">596 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,041 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">PSP Notes (c)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2030</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">—</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2031</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.00 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,181 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,181 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other unsecured debt</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">—</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2029</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.00 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">—</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.75 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">508 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">598 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31,580 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33,876 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: unamortized debt discount, premiums and debt issuance costs </span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(386)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(513)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: current portion of long-term debt</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,911)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,002)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Long-term debt, net</span></td><td colspan="3" style="background-color:#cceeff;border-bottom:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-bottom:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-bottom:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-bottom:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">28,283 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30,361 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="39" style="border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">(a)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:8.03pt">Financing includes variable rate debt based on LIBOR (or another index rate), generally subject to a floor, plus a specified margin of 0.49% to 2.25%</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">.</span></div><div style="padding-left:18pt;text-indent:-18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">(b)</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:7.52pt">Financing includes variable rate debt based on LIBOR (or another index rate), subject to a floor, plus a specified margin of 3.75% to 5.25%.</span></div><div style="padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">(c)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:8.03pt">The PSP Notes include $1.5 billion of indebtedness evidenced by a 10-year senior unsecured promissory note with Treasury provided under the PSP of the CARES Act ("PSP1"), $0.9 billion of indebtedness evidenced by a 10-year senior unsecured promissory note issued to Treasury pursuant to Payroll Support Program Extension Agreements under the CARES Act ("PSP2") and $0.8 billion of indebtedness evidenced by a 10-year senior unsecured promissory note issued to Treasury pursuant to the Payroll Support Program established under Section 7301 of the American Rescue Plan Act of 2021 ("PSP3"). These PSP Notes have a rate of 1.00% in years 1 through 5, and a rate of the Secured Overnight Financing Rate ("SOFR") plus 2.00% in years 6 through 10.</span></div></td></tr></table></div><div style="margin-bottom:5pt;margin-top:4pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The table below presents the Company's contractual principal payments (not including debt discount or debt issuance costs) at December 31, 2022 under then-outstanding long-term debt agreements in each of the next five calendar years (in millions):</span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.269%"><tr><td style="width:1.0%"/><td style="width:79.017%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.420%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:17.163%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,911 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,938 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,392 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,185 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,405 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">After 2027</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,749 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31,580 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During 2022, United borrowed $752 million aggregate principal amount from a financial institution to finance the purchase of aircraft. The notes evidencing these borrowings, which are secured by the related aircraft, mature in 2034 and have fixed and variable interest rates ranging from 4.0% to 5.9% at December 31, 2022.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In 2021, United entered into a new Term Loan Credit and Guaranty Agreement (the "2021 Term Loan Facility") initially providing term loans (the "2021 Term Loans") up to an aggregate amount of $5.0 billion and a new Revolving Credit and Guaranty Agreement (the "2021 Revolving Credit Facility" and, together with the 2021 Term Loan Facility, the "2021 Loan Facilities") initially providing revolving loan commitments of up to $1.75 billion. As of December 31, 2022, we had $1.75 billion undrawn and available under our revolving credit facility.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Our debt agreements contain customary terms and conditions as well as various affirmative, negative and financial covenants that, among other things, restrict the ability of the Company and its subsidiaries to incur additional indebtedness and pay dividends or repurchase stock. As of December 31, 2022, the Company was in compliance with its debt covenants. The collateral, covenants and cross default provisions of the Company's principal debt instruments that contain such provisions are summarized in the table below:</span></div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:16.005%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:81.795%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="border-left:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Debt Instrument</span></td><td colspan="3" style="border-left:1pt solid #000000;border-right:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Collateral, Covenants and Cross Default Provisions</span></td></tr><tr><td colspan="3" style="border-left:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Aircraft notes and other notes payable</span></td><td colspan="3" style="border-left:1pt solid #000000;border-right:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Secured by certain aircraft, spare engines and spare parts. The indentures contain events of default that are customary for aircraft financings, including in certain cases cross default to other related aircraft.</span></td></tr><tr><td colspan="3" style="border-left:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2021 Loan Facilities<br/></span></td><td colspan="3" style="border-left:1pt solid #000000;border-right:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Secured on a senior basis by security interests granted by the Company to the collateral trustee for the benefit of the lenders under the 2021 Loan Facilities, among other parties, on the following: (i) all of the Company's route authorities granted by the U.S. Department of Transportation to operate scheduled service between any international airport located in the United States and any international airport located in any country other than the United States (except Cuba), (ii) the Company's rights to substantially all of its landing and take-off slots at foreign and domestic airports, including at John F. Kennedy International Airport, LaGuardia Airport and Ronald Reagan Washington National Airport (subject to certain exclusions), and (iii) the Company's rights to use or occupy space at airport terminals, each to the extent necessary at the relevant time for servicing scheduled air carrier service authorized by an applicable route authority.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">The 2021 Loan Facilities contain negative covenants that, among other things, limit our ability under certain circumstances to create liens on the collateral, make certain dividends, conduct stock repurchases, make certain restricted investments and other restricted payments, and consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets. The 2021 Loan Facilities also contain financial covenants that require the Company to maintain at least $2.0 billion of unrestricted liquidity at all times, which includes unrestricted cash, short-term investments and any undrawn amounts under any revolving credit facility, and to maintain a minimum ratio of appraised value of collateral to the outstanding debt secured by such collateral (including under the 2021 Loan Facilities) of 1.6 to 1.0, tested semi-annually.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">The 2021 Loan Facilities contain events of default customary for similar financings, including a cross-payment default and cross-acceleration to other material indebtedness.</span></div></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="border-left:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026 and 2029 Notes</span></td><td colspan="3" style="border-left:1pt solid #000000;border-right:1pt solid #000000;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:top"><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">The 2026 and 2029 Notes are secured on a senior basis by security interests granted by the Company to the collateral trustee for the benefit of the holders of the 2026 and 2029 Notes, among other parties, on the following: (i) all of the Company's route authorities granted by the U.S. Department of Transportation to operate scheduled service between any international airport located in the United States and any international airport located in any country other than the United States (except Cuba), (ii) the Company's rights to substantially all of its landing and take-off slots at foreign and domestic airports, including at John F. Kennedy International Airport, LaGuardia Airport and Ronald Reagan Washington National Airport (subject to certain exclusions), and (iii) the Company's rights to use or occupy space at airport terminals, each to the extent necessary at the relevant time for servicing scheduled air carrier service authorized by an applicable route authority.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">The indenture for these 2026 and 2029 Notes contains covenants that, among other things, limit our ability under certain circumstances to create liens on the Collateral, make certain dividends, stock repurchases, restricted investments and other restricted payments, and consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets. The indenture also contains a financial covenant that requires UAL to pay special interest in an additional amount equal to 2.0% per year of the principal amount of the 2026 and 2029 Notes for so long as it is unable to demonstrate that it maintains a minimum ratio of appraised value of collateral to the outstanding debt secured by such collateral (including the 2026 and 2029 Notes) of 1.6 to 1.0, tested semi-annually.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">The indenture contains events of default customary for similar financings, including a cross-payment default and cross-acceleration to other material indebtedness.</span></div></td></tr><tr><td colspan="3" style="border-left:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">MileagePlus Senior Secured Notes and MileagePlus Term Loan Facility</span></div></td><td colspan="3" style="border-left:1pt solid #000;border-right:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Secured by first-priority security interests in substantially all of the assets of the Issuers, other than excluded property and subject to certain permitted liens, including security interests in specified cash accounts that include the accounts into which MileagePlus revenues are or will be paid by the Company's marketing partners and by the Company.</span></td></tr><tr><td colspan="3" style="border-left:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">PSP Notes</span></td><td colspan="3" style="border-left:1pt solid #000;border-right:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">The PSP Notes represent senior unsecured indebtedness of UAL. The PSP Notes are guaranteed by United. </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">If any subsidiary of UAL (other than United) becomes, or is required to become, an obligor on unsecured indebtedness of UAL or any of its subsidiaries with a principal balance in excess of a specified amount, then such subsidiary shall be required to guarantee the obligations of the Company under the PSP Notes.</span></div><div style="margin-top:5pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Pursuant to the PSP Agreements, the Company and its affiliates will be required to comply with certain provisions including, among others, audit and reporting requirements and provisions restricting the payment of certain executive compensation until April 1, 2023.</span></div></td></tr><tr><td colspan="3" style="border-bottom:1pt solid #000;border-left:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unsecured notes</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-left:1pt solid #000;border-right:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:top"><div style="margin-bottom:1pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">The indentures for these notes contain covenants that, among other things, restrict the ability of the Company and its restricted subsidiaries (as defined in the indentures) to incur additional indebtedness and make certain dividends, stock repurchases, restricted investments and other restricted payments.</span></div></td></tr></table> <table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:37.699%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:5.342%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:5.342%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:5.342%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.971%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:5.342%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:5.781%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:5.342%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.824%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.124%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.127%"/><td style="width:0.1%"/></tr><tr style="height:14pt"><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%;text-decoration:underline">(In millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" rowspan="2" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Maturity Dates</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" rowspan="2" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Interest Rate(s) at December 31, 2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">At December 31,</span></td></tr><tr style="height:14pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Aircraft notes (a)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">—</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2034</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.70 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">—</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.48 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,262 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,293 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><div style="padding-left:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">MileagePlus Senior Secured Notes</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.50 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,420 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,800 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><div style="padding-left:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">MileagePlus Term Loan Faci</span><span style="background-color:#cceeff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">lity (b)</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10.00 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,700 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,000 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026 and 2029 Notes</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">—</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2029</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.38 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">—</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.63 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><div style="padding-left:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2021 Term Loan</span><span style="background-color:#cceeff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">s (b)</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2028</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.11 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,913 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,963 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%;text-decoration:underline">Unsecured</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Notes</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">—</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.88 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">—</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.00 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">596 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,041 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">PSP Notes (c)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2030</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">—</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2031</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.00 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,181 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,181 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other unsecured debt</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">—</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2029</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.00 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">—</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.75 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">508 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">598 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31,580 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33,876 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: unamortized debt discount, premiums and debt issuance costs </span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(386)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(513)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: current portion of long-term debt</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,911)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,002)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Long-term debt, net</span></td><td colspan="3" style="background-color:#cceeff;border-bottom:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-bottom:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-bottom:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-bottom:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">28,283 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30,361 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="39" style="border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">(a)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:8.03pt">Financing includes variable rate debt based on LIBOR (or another index rate), generally subject to a floor, plus a specified margin of 0.49% to 2.25%</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">.</span></div><div style="padding-left:18pt;text-indent:-18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">(b)</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:7.52pt">Financing includes variable rate debt based on LIBOR (or another index rate), subject to a floor, plus a specified margin of 3.75% to 5.25%.</span></div><div style="padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">(c)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:8.03pt">The PSP Notes include $1.5 billion of indebtedness evidenced by a 10-year senior unsecured promissory note with Treasury provided under the PSP of the CARES Act ("PSP1"), $0.9 billion of indebtedness evidenced by a 10-year senior unsecured promissory note issued to Treasury pursuant to Payroll Support Program Extension Agreements under the CARES Act ("PSP2") and $0.8 billion of indebtedness evidenced by a 10-year senior unsecured promissory note issued to Treasury pursuant to the Payroll Support Program established under Section 7301 of the American Rescue Plan Act of 2021 ("PSP3"). These PSP Notes have a rate of 1.00% in years 1 through 5, and a rate of the Secured Overnight Financing Rate ("SOFR") plus 2.00% in years 6 through 10.</span></div></td></tr></table> 0.0270 0.0648 12262000000 13293000000 0.0650 3420000000 3800000000 0.1000 2700000000 3000000000 0.0438 0.0463 4000000000 4000000000 0.0811 4913000000 4963000000 0.0488 0.0500 596000000 1041000000 0.0100 3181000000 3181000000 0.0000 0.0575 508000000 598000000 31580000000 33876000000 -386000000 -513000000 2911000000 3002000000 28283000000 30361000000 0.0049 0.0049 0.0225 0.0225 0.0375 0.0375 0.0525 0.0525 1500000000 P10Y 900000000 800000000 0.0100 0.0200 <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The table below presents the Company's contractual principal payments (not including debt discount or debt issuance costs) at December 31, 2022 under then-outstanding long-term debt agreements in each of the next five calendar years (in millions):</span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.269%"><tr><td style="width:1.0%"/><td style="width:79.017%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.420%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:17.163%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,911 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,938 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,392 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,185 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,405 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">After 2027</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,749 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31,580 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 2911000000 3938000000 3392000000 5185000000 2405000000 13749000000 31580000000 752000000 0.040 0.059 5000000000 1750000000 1750000000 The collateral, covenants and cross default provisions of the Company's principal debt instruments that contain such provisions are summarized in the table below:<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:16.005%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:81.795%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="border-left:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Debt Instrument</span></td><td colspan="3" style="border-left:1pt solid #000000;border-right:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Collateral, Covenants and Cross Default Provisions</span></td></tr><tr><td colspan="3" style="border-left:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Aircraft notes and other notes payable</span></td><td colspan="3" style="border-left:1pt solid #000000;border-right:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Secured by certain aircraft, spare engines and spare parts. The indentures contain events of default that are customary for aircraft financings, including in certain cases cross default to other related aircraft.</span></td></tr><tr><td colspan="3" style="border-left:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2021 Loan Facilities<br/></span></td><td colspan="3" style="border-left:1pt solid #000000;border-right:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Secured on a senior basis by security interests granted by the Company to the collateral trustee for the benefit of the lenders under the 2021 Loan Facilities, among other parties, on the following: (i) all of the Company's route authorities granted by the U.S. Department of Transportation to operate scheduled service between any international airport located in the United States and any international airport located in any country other than the United States (except Cuba), (ii) the Company's rights to substantially all of its landing and take-off slots at foreign and domestic airports, including at John F. Kennedy International Airport, LaGuardia Airport and Ronald Reagan Washington National Airport (subject to certain exclusions), and (iii) the Company's rights to use or occupy space at airport terminals, each to the extent necessary at the relevant time for servicing scheduled air carrier service authorized by an applicable route authority.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">The 2021 Loan Facilities contain negative covenants that, among other things, limit our ability under certain circumstances to create liens on the collateral, make certain dividends, conduct stock repurchases, make certain restricted investments and other restricted payments, and consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets. The 2021 Loan Facilities also contain financial covenants that require the Company to maintain at least $2.0 billion of unrestricted liquidity at all times, which includes unrestricted cash, short-term investments and any undrawn amounts under any revolving credit facility, and to maintain a minimum ratio of appraised value of collateral to the outstanding debt secured by such collateral (including under the 2021 Loan Facilities) of 1.6 to 1.0, tested semi-annually.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">The 2021 Loan Facilities contain events of default customary for similar financings, including a cross-payment default and cross-acceleration to other material indebtedness.</span></div></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="border-left:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026 and 2029 Notes</span></td><td colspan="3" style="border-left:1pt solid #000000;border-right:1pt solid #000000;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:top"><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">The 2026 and 2029 Notes are secured on a senior basis by security interests granted by the Company to the collateral trustee for the benefit of the holders of the 2026 and 2029 Notes, among other parties, on the following: (i) all of the Company's route authorities granted by the U.S. Department of Transportation to operate scheduled service between any international airport located in the United States and any international airport located in any country other than the United States (except Cuba), (ii) the Company's rights to substantially all of its landing and take-off slots at foreign and domestic airports, including at John F. Kennedy International Airport, LaGuardia Airport and Ronald Reagan Washington National Airport (subject to certain exclusions), and (iii) the Company's rights to use or occupy space at airport terminals, each to the extent necessary at the relevant time for servicing scheduled air carrier service authorized by an applicable route authority.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">The indenture for these 2026 and 2029 Notes contains covenants that, among other things, limit our ability under certain circumstances to create liens on the Collateral, make certain dividends, stock repurchases, restricted investments and other restricted payments, and consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets. The indenture also contains a financial covenant that requires UAL to pay special interest in an additional amount equal to 2.0% per year of the principal amount of the 2026 and 2029 Notes for so long as it is unable to demonstrate that it maintains a minimum ratio of appraised value of collateral to the outstanding debt secured by such collateral (including the 2026 and 2029 Notes) of 1.6 to 1.0, tested semi-annually.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">The indenture contains events of default customary for similar financings, including a cross-payment default and cross-acceleration to other material indebtedness.</span></div></td></tr><tr><td colspan="3" style="border-left:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">MileagePlus Senior Secured Notes and MileagePlus Term Loan Facility</span></div></td><td colspan="3" style="border-left:1pt solid #000;border-right:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Secured by first-priority security interests in substantially all of the assets of the Issuers, other than excluded property and subject to certain permitted liens, including security interests in specified cash accounts that include the accounts into which MileagePlus revenues are or will be paid by the Company's marketing partners and by the Company.</span></td></tr><tr><td colspan="3" style="border-left:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">PSP Notes</span></td><td colspan="3" style="border-left:1pt solid #000;border-right:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">The PSP Notes represent senior unsecured indebtedness of UAL. The PSP Notes are guaranteed by United. </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">If any subsidiary of UAL (other than United) becomes, or is required to become, an obligor on unsecured indebtedness of UAL or any of its subsidiaries with a principal balance in excess of a specified amount, then such subsidiary shall be required to guarantee the obligations of the Company under the PSP Notes.</span></div><div style="margin-top:5pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Pursuant to the PSP Agreements, the Company and its affiliates will be required to comply with certain provisions including, among others, audit and reporting requirements and provisions restricting the payment of certain executive compensation until April 1, 2023.</span></div></td></tr><tr><td colspan="3" style="border-bottom:1pt solid #000;border-left:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unsecured notes</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-left:1pt solid #000;border-right:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:top"><div style="margin-bottom:1pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">The indentures for these notes contain covenants that, among other things, restrict the ability of the Company and its restricted subsidiaries (as defined in the indentures) to incur additional indebtedness and make certain dividends, stock repurchases, restricted investments and other restricted payments.</span></div></td></tr></table> 2000000000 1.6 0.020 1.6 LEASES AND CAPACITY PURCHASE AGREEMENTS<div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">United leases aircraft, airport passenger terminal space, aircraft hangars and related maintenance facilities, cargo terminals, other airport facilities, other commercial real estate, office and computer equipment and vehicles, among other items. Certain of these leases include provisions for variable lease payments which are based on several factors, including, but not limited to, relative leased square footage, available seat miles, enplaned passengers, passenger facility charges, terminal equipment usage fees, departures, and airports' annual operating budgets. Due to the variable nature of the rates, these leases are not recorded on our balance sheet as a right-of-use asset and lease liability.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For leases with terms greater than 12 months, we record the related right-of-use asset and lease liability at the present value of fixed lease payments over the lease term. To the extent a lease agreement includes an extension option that is reasonably certain to be exercised, we have recognized those amounts as part of our right-of-use assets and lease liabilities. Leases with an initial term of 12 months or less with purchase options or extension options that are not reasonably certain to be exercised are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the term of the lease. We combine lease and non-lease components, such as common area maintenance costs, in calculating the right-of-use assets and lease liabilities for all asset groups except for our CPAs, which contain embedded leases for regional aircraft. In addition to the lease component cost for regional aircraft, our CPAs also include non-lease components primarily related to the regional carriers' operating costs incurred in providing regional aircraft services. We allocate consideration for the lease components and non-lease components of each CPA based on their relative standalone values.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Lease Cost</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">. The Company's lease cost for the years ended December 31 included the following components (in millions):</span></div><div style="margin-bottom:6pt;margin-top:11pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:51.608%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.556%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.955%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.556%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.955%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.556%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.814%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease cost</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">941 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">958 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">933 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Variable and short-term lease cost</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,603 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,291 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,968 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortization of finance lease assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">72 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">89 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">88 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Interest on finance lease liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sublease income</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(33)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(26)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(23)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total lease cost</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,596 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,328 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,982 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Lease terms and commitments</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">. United's leases include aircraft leases for aircraft that are directly leased by United and aircraft that are operated by regional carriers on United's behalf under CPAs (but excluding aircraft owned by United) and non-aircraft leases. Aircraft operating leases relate to leases of 99 mainline and 318 regional aircraft while finance leases relate to leases of 26 mainline and 16 regional aircraft. United's aircraft leases have remaining lease terms of 1 month to 12 years with expiration dates ranging from 2023 through 2034. Under the terms of most aircraft leases, United has the right to purchase the aircraft at the end of the lease term, in some cases at fair market value, and in others, at a percentage of cost.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Non-aircraft leases have remaining lease terms of 1 month to 30 years, with expiration dates ranging from 2023 through 2053.</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The table below summarizes the Company's scheduled future minimum lease payments under operating and finance leases, recorded on the balance sheet, as of December 31, 2022 (in millions):</span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:97.953%"><tr><td style="width:1.0%"/><td style="width:54.422%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:20.392%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:20.394%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Operating Leases</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Finance Leases</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">851 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">114 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">736 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">616 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">39 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">597 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">779 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">After 2027</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,190 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Minimum lease payments</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,769 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">243 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Imputed interest</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,749)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(24)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Present value of minimum lease payments</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,020 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">219 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: current maturities of lease obligations</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(561)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(104)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Long-term lease obligations</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,459 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">115 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2022, we have additional leases of approximately $3.0 billion for several regional aircraft under CPAs and airport facility leases that have not yet commenced. These leases will commence starting in 2023 through 2025 with lease terms of up to 12 years.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In 2020, United entered into agreements with third parties to finance through sale and leaseback transactions new Boeing model 787 aircraft and Boeing model 737 MAX aircraft subject to purchase agreements between United and Boeing. In connection with the delivery of each aircraft from Boeing, United assigned its right to purchase such aircraft to the buyer, and simultaneous with the buyer's purchase from Boeing, United entered into a long-term lease for such aircraft with the buyer as lessor. Upon delivery of the aircraft in these sale and leaseback transactions, the Company accounted for several of these aircraft, which have a repurchase option at a price other than fair value, as part of Flight equipment on the Company's consolidated balance sheet and the related obligation recorded in Current maturities of other financial liabilities and Other financial liabilities since they did not qualify for sale recognition (failed sale and leaseback). The remaining aircraft that qualified for sale recognition were recorded as Operating lease right-of-use assets and Current/Long-term obligations under operating leases on the Company's consolidated balance sheet after recognition of related gains on such sale. In 2022, under these sale and leaseback agreements, United exercised repurchase options for six Boeing 787 aircraft. The table below presents the Company's contractual payments at December 31, 2022 under then-outstanding failed sale and leaseback agreements in each of the next five calendar years (in millions):</span></div><div style="margin-bottom:5pt;margin-top:9pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.269%"><tr><td style="width:1.0%"/><td style="width:71.212%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.420%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:24.968%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Other Financial Liabilities</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">75 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">79 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">80 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">80 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">373 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">After 2027</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">428 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,115 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Imputed interest</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(248)</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current maturities of other financial liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(23)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other financial liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">844 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Our lease agreements do not provide a readily determinable implicit rate nor is it available to us from our lessors. Instead, we estimate United's incremental borrowing rate based on information available at lease commencement in order to discount lease payments to present value. The table below presents additional information related to our leases as of December 31:</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.561%"><tr><td style="width:1.0%"/><td style="width:57.049%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:2.002%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.961%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:2.424%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.964%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average remaining lease term - operating leases</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10 years</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10 years</span></td><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average remaining lease term - finance leases</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 years</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6 years</span></td><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average remaining lease term - other financial liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9 years</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13 years</span></td><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average discount rate - operating leases</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.0 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average discount rate - finance leases</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.4 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average interest rate - other financial liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.0 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.0 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="display:none"/></tr></table></div><div><span><br/></span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The table below presents supplemental cash flow information related to leases during the year ended December 31 (in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:66.249%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.416%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.556%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.709%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.556%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.714%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash paid for amounts included in the measurement of lease liabilities:</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating cash flows for operating leases</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">919 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">977 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">788 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating cash flows for finance leases</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Financing cash flows for finance leases</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">124 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">216 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">66 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Regional CPAs. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">United has contractual relationships with various regional carriers to provide regional aircraft service branded as United Express. Under these CPAs, the Company pays the regional carriers contractually agreed fees (carrier costs) for operating these flights plus a variable rate adjustment based on agreed performance metrics, subject to annual adjustments. The </span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">fees are based on specific rates multiplied by specific operating statistics (e.g., block hours, departures), as well as fixed monthly amounts. Under these CPAs, the Company is also responsible for all fuel costs incurred, as well as landing fees and other costs, which are either passed through by the regional carrier to the Company without any markup or directly incurred by the Company. In some cases, the Company owns some or all of the aircraft subject to the CPA and leases such aircraft to the regional carrier. United's CPAs are for 470 regional aircraft as of December 31, 2022, and the CPAs have terms expiring through 2036. Aircraft operated under CPAs include aircraft leased directly from the regional carriers and those owned by United and operated by the regional carriers. See Part I, Item 2. Properties, of this report for additional information.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">United recorded approximately $0.9 billion, $0.6 billion and $0.6 billion in expenses related to its CPAs with its regional carriers in which United is a minority shareholder, for the years ended December 31, 2022, 2021 and 2020, respectively. United had notes receivables with carrying values of $62 million and $28 million due from these companies, as of December 31, 2022 and 2021, respectively. There were no accounts payable due to these companies as of December 31, 2022 and $102 million in accounts payable due to these companies as of December 31, 2021. The CPAs with these related parties were executed in the ordinary course of business.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In 2022, United entered into an amended CPA with Mesa to operate, starting in 2023, up to 38 CRJ-900 aircraft with a five-year term, dependent upon the number of Embraer E175 aircraft that Mesa is flying on United's behalf. Additionally in 2022, United amended a majority of its CPA agreements to increase the contractually agreed fees (carrier costs) paid to its regional carriers. The Company plans to wind down its CPA with Air Wisconsin in 2023.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Our future commitments under our CPAs are dependent on numerous variables, and are, therefore, difficult to predict. The most important of these variables is the number of scheduled block hours. Although we are not required to purchase a minimum number of block hours under certain of our CPAs, we have set forth below estimates of our future payments under the CPAs based on our assumptions. The actual amounts we pay to our regional operators under CPAs could differ materially from these estimates. United's estimates of its future payments under all of the CPAs do not include the portion of the underlying obligation for any aircraft leased to a regional carrier or deemed to be leased from other regional carriers and facility rent that are disclosed as part of operating leases above. For purposes of calculating these estimates, we have assumed (1) the number of block hours flown is based on our anticipated level of flight activity or at any contractual minimum utilization levels if applicable, whichever is higher, (2) that we will reduce the fleet as rapidly as contractually allowed under each CPA, (3) that aircraft utilization, stage length and load factors will remain constant, (4) that each carrier's operational performance will remain at recent historic levels and (5) an annual projected inflation rate. These amounts exclude variable pass-through costs such as fuel and landing fees, among others. Based on these assumptions as of December 31, 2022, our future payments through the end of the terms of our CPAs are presented in the table below (in billions):</span></div><div style="margin-bottom:1pt;margin-top:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:98.830%"><tr><td style="width:1.0%"/><td style="width:81.296%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.504%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.9 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">After 2027</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11.0 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> LEASES AND CAPACITY PURCHASE AGREEMENTS<div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">United leases aircraft, airport passenger terminal space, aircraft hangars and related maintenance facilities, cargo terminals, other airport facilities, other commercial real estate, office and computer equipment and vehicles, among other items. Certain of these leases include provisions for variable lease payments which are based on several factors, including, but not limited to, relative leased square footage, available seat miles, enplaned passengers, passenger facility charges, terminal equipment usage fees, departures, and airports' annual operating budgets. Due to the variable nature of the rates, these leases are not recorded on our balance sheet as a right-of-use asset and lease liability.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For leases with terms greater than 12 months, we record the related right-of-use asset and lease liability at the present value of fixed lease payments over the lease term. To the extent a lease agreement includes an extension option that is reasonably certain to be exercised, we have recognized those amounts as part of our right-of-use assets and lease liabilities. Leases with an initial term of 12 months or less with purchase options or extension options that are not reasonably certain to be exercised are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the term of the lease. We combine lease and non-lease components, such as common area maintenance costs, in calculating the right-of-use assets and lease liabilities for all asset groups except for our CPAs, which contain embedded leases for regional aircraft. In addition to the lease component cost for regional aircraft, our CPAs also include non-lease components primarily related to the regional carriers' operating costs incurred in providing regional aircraft services. We allocate consideration for the lease components and non-lease components of each CPA based on their relative standalone values.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Lease Cost</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">. The Company's lease cost for the years ended December 31 included the following components (in millions):</span></div><div style="margin-bottom:6pt;margin-top:11pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:51.608%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.556%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.955%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.556%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.955%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.556%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.814%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease cost</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">941 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">958 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">933 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Variable and short-term lease cost</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,603 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,291 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,968 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortization of finance lease assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">72 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">89 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">88 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Interest on finance lease liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sublease income</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(33)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(26)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(23)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total lease cost</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,596 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,328 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,982 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Lease terms and commitments</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">. United's leases include aircraft leases for aircraft that are directly leased by United and aircraft that are operated by regional carriers on United's behalf under CPAs (but excluding aircraft owned by United) and non-aircraft leases. Aircraft operating leases relate to leases of 99 mainline and 318 regional aircraft while finance leases relate to leases of 26 mainline and 16 regional aircraft. United's aircraft leases have remaining lease terms of 1 month to 12 years with expiration dates ranging from 2023 through 2034. Under the terms of most aircraft leases, United has the right to purchase the aircraft at the end of the lease term, in some cases at fair market value, and in others, at a percentage of cost.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Non-aircraft leases have remaining lease terms of 1 month to 30 years, with expiration dates ranging from 2023 through 2053.</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The table below summarizes the Company's scheduled future minimum lease payments under operating and finance leases, recorded on the balance sheet, as of December 31, 2022 (in millions):</span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:97.953%"><tr><td style="width:1.0%"/><td style="width:54.422%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:20.392%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:20.394%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Operating Leases</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Finance Leases</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">851 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">114 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">736 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">616 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">39 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">597 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">779 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">After 2027</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,190 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Minimum lease payments</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,769 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">243 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Imputed interest</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,749)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(24)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Present value of minimum lease payments</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,020 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">219 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: current maturities of lease obligations</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(561)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(104)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Long-term lease obligations</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,459 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">115 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2022, we have additional leases of approximately $3.0 billion for several regional aircraft under CPAs and airport facility leases that have not yet commenced. These leases will commence starting in 2023 through 2025 with lease terms of up to 12 years.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In 2020, United entered into agreements with third parties to finance through sale and leaseback transactions new Boeing model 787 aircraft and Boeing model 737 MAX aircraft subject to purchase agreements between United and Boeing. In connection with the delivery of each aircraft from Boeing, United assigned its right to purchase such aircraft to the buyer, and simultaneous with the buyer's purchase from Boeing, United entered into a long-term lease for such aircraft with the buyer as lessor. Upon delivery of the aircraft in these sale and leaseback transactions, the Company accounted for several of these aircraft, which have a repurchase option at a price other than fair value, as part of Flight equipment on the Company's consolidated balance sheet and the related obligation recorded in Current maturities of other financial liabilities and Other financial liabilities since they did not qualify for sale recognition (failed sale and leaseback). The remaining aircraft that qualified for sale recognition were recorded as Operating lease right-of-use assets and Current/Long-term obligations under operating leases on the Company's consolidated balance sheet after recognition of related gains on such sale. In 2022, under these sale and leaseback agreements, United exercised repurchase options for six Boeing 787 aircraft. The table below presents the Company's contractual payments at December 31, 2022 under then-outstanding failed sale and leaseback agreements in each of the next five calendar years (in millions):</span></div><div style="margin-bottom:5pt;margin-top:9pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.269%"><tr><td style="width:1.0%"/><td style="width:71.212%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.420%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:24.968%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Other Financial Liabilities</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">75 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">79 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">80 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">80 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">373 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">After 2027</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">428 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,115 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Imputed interest</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(248)</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current maturities of other financial liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(23)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other financial liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">844 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Our lease agreements do not provide a readily determinable implicit rate nor is it available to us from our lessors. Instead, we estimate United's incremental borrowing rate based on information available at lease commencement in order to discount lease payments to present value. The table below presents additional information related to our leases as of December 31:</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.561%"><tr><td style="width:1.0%"/><td style="width:57.049%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:2.002%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.961%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:2.424%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.964%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average remaining lease term - operating leases</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10 years</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10 years</span></td><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average remaining lease term - finance leases</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 years</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6 years</span></td><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average remaining lease term - other financial liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9 years</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13 years</span></td><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average discount rate - operating leases</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.0 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average discount rate - finance leases</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.4 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average interest rate - other financial liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.0 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.0 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="display:none"/></tr></table></div><div><span><br/></span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The table below presents supplemental cash flow information related to leases during the year ended December 31 (in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:66.249%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.416%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.556%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.709%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.556%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.714%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash paid for amounts included in the measurement of lease liabilities:</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating cash flows for operating leases</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">919 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">977 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">788 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating cash flows for finance leases</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Financing cash flows for finance leases</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">124 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">216 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">66 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Regional CPAs. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">United has contractual relationships with various regional carriers to provide regional aircraft service branded as United Express. Under these CPAs, the Company pays the regional carriers contractually agreed fees (carrier costs) for operating these flights plus a variable rate adjustment based on agreed performance metrics, subject to annual adjustments. The </span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">fees are based on specific rates multiplied by specific operating statistics (e.g., block hours, departures), as well as fixed monthly amounts. Under these CPAs, the Company is also responsible for all fuel costs incurred, as well as landing fees and other costs, which are either passed through by the regional carrier to the Company without any markup or directly incurred by the Company. In some cases, the Company owns some or all of the aircraft subject to the CPA and leases such aircraft to the regional carrier. United's CPAs are for 470 regional aircraft as of December 31, 2022, and the CPAs have terms expiring through 2036. Aircraft operated under CPAs include aircraft leased directly from the regional carriers and those owned by United and operated by the regional carriers. See Part I, Item 2. Properties, of this report for additional information.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">United recorded approximately $0.9 billion, $0.6 billion and $0.6 billion in expenses related to its CPAs with its regional carriers in which United is a minority shareholder, for the years ended December 31, 2022, 2021 and 2020, respectively. United had notes receivables with carrying values of $62 million and $28 million due from these companies, as of December 31, 2022 and 2021, respectively. There were no accounts payable due to these companies as of December 31, 2022 and $102 million in accounts payable due to these companies as of December 31, 2021. The CPAs with these related parties were executed in the ordinary course of business.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In 2022, United entered into an amended CPA with Mesa to operate, starting in 2023, up to 38 CRJ-900 aircraft with a five-year term, dependent upon the number of Embraer E175 aircraft that Mesa is flying on United's behalf. Additionally in 2022, United amended a majority of its CPA agreements to increase the contractually agreed fees (carrier costs) paid to its regional carriers. The Company plans to wind down its CPA with Air Wisconsin in 2023.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Our future commitments under our CPAs are dependent on numerous variables, and are, therefore, difficult to predict. The most important of these variables is the number of scheduled block hours. Although we are not required to purchase a minimum number of block hours under certain of our CPAs, we have set forth below estimates of our future payments under the CPAs based on our assumptions. The actual amounts we pay to our regional operators under CPAs could differ materially from these estimates. United's estimates of its future payments under all of the CPAs do not include the portion of the underlying obligation for any aircraft leased to a regional carrier or deemed to be leased from other regional carriers and facility rent that are disclosed as part of operating leases above. For purposes of calculating these estimates, we have assumed (1) the number of block hours flown is based on our anticipated level of flight activity or at any contractual minimum utilization levels if applicable, whichever is higher, (2) that we will reduce the fleet as rapidly as contractually allowed under each CPA, (3) that aircraft utilization, stage length and load factors will remain constant, (4) that each carrier's operational performance will remain at recent historic levels and (5) an annual projected inflation rate. These amounts exclude variable pass-through costs such as fuel and landing fees, among others. Based on these assumptions as of December 31, 2022, our future payments through the end of the terms of our CPAs are presented in the table below (in billions):</span></div><div style="margin-bottom:1pt;margin-top:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:98.830%"><tr><td style="width:1.0%"/><td style="width:81.296%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.504%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.9 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">After 2027</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11.0 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> The Company's lease cost for the years ended December 31 included the following components (in millions):<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:51.608%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.556%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.955%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.556%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.955%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.556%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.814%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease cost</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">941 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">958 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">933 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Variable and short-term lease cost</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,603 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,291 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,968 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortization of finance lease assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">72 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">89 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">88 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Interest on finance lease liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sublease income</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(33)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(26)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(23)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total lease cost</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,596 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,328 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,982 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table> 941000000 958000000 933000000 2603000000 2291000000 1968000000 72000000 89000000 88000000 13000000 16000000 16000000 33000000 26000000 23000000 3596000000 3328000000 2982000000 99 318 26 16 P1M P12Y P1M P30Y <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The table below summarizes the Company's scheduled future minimum lease payments under operating and finance leases, recorded on the balance sheet, as of December 31, 2022 (in millions):</span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:97.953%"><tr><td style="width:1.0%"/><td style="width:54.422%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:20.392%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:20.394%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Operating Leases</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Finance Leases</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">851 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">114 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">736 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">616 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">39 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">597 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">779 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">After 2027</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,190 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Minimum lease payments</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,769 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">243 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Imputed interest</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,749)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(24)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Present value of minimum lease payments</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,020 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">219 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: current maturities of lease obligations</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(561)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(104)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Long-term lease obligations</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,459 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">115 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The table below summarizes the Company's scheduled future minimum lease payments under operating and finance leases, recorded on the balance sheet, as of December 31, 2022 (in millions):</span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:97.953%"><tr><td style="width:1.0%"/><td style="width:54.422%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:20.392%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:20.394%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Operating Leases</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Finance Leases</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">851 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">114 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">736 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">616 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">39 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">597 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">779 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">After 2027</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,190 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Minimum lease payments</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,769 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">243 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Imputed interest</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,749)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(24)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Present value of minimum lease payments</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,020 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">219 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: current maturities of lease obligations</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(561)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(104)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Long-term lease obligations</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,459 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">115 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 851000000 114000000 736000000 45000000 616000000 39000000 597000000 17000000 779000000 10000000 3190000000 18000000 6769000000 243000000 1749000000 24000000 5020000000 219000000 561000000 104000000 4459000000 115000000 3000000000 P12Y 6 The table below presents the Company's contractual payments at December 31, 2022 under then-outstanding failed sale and leaseback agreements in each of the next five calendar years (in millions):<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.269%"><tr><td style="width:1.0%"/><td style="width:71.212%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.420%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:24.968%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Other Financial Liabilities</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">75 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">79 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">80 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">80 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">373 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">After 2027</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">428 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,115 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Imputed interest</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(248)</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current maturities of other financial liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(23)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other financial liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">844 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 75000000 79000000 80000000 80000000 373000000 428000000 1115000000 248000000 23000000 844000000 The table below presents additional information related to our leases as of December 31:<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.561%"><tr><td style="width:1.0%"/><td style="width:57.049%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:2.002%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.961%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:2.424%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.964%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average remaining lease term - operating leases</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10 years</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10 years</span></td><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average remaining lease term - finance leases</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 years</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6 years</span></td><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average remaining lease term - other financial liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9 years</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13 years</span></td><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average discount rate - operating leases</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.0 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average discount rate - finance leases</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.4 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average interest rate - other financial liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.0 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.0 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="display:none"/></tr></table> P10Y P10Y P3Y P6Y P9Y P13Y 0.055 0.050 0.064 0.048 0.060 0.060 <div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The table below presents supplemental cash flow information related to leases during the year ended December 31 (in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:66.249%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.416%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.556%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.709%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.556%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.714%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash paid for amounts included in the measurement of lease liabilities:</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating cash flows for operating leases</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">919 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">977 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">788 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating cash flows for finance leases</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Financing cash flows for finance leases</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">124 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">216 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">66 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 919000000 977000000 788000000 13000000 18000000 20000000 124000000 216000000 66000000 470 900000000 600000000 600000000 62000000 28000000 102000000 38 P5Y Based on these assumptions as of December 31, 2022, our future payments through the end of the terms of our CPAs are presented in the table below (in billions):<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:98.830%"><tr><td style="width:1.0%"/><td style="width:81.296%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.504%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.9 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">After 2027</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11.0 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 2200000000 1900000000 1500000000 1300000000 900000000 3200000000 11000000000.0 VARIABLE INTEREST ENTITIES ("VIE")<div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Variable interests are contractual, ownership or other monetary interests in an entity that change with fluctuations in the fair value of the entity's net assets exclusive of variable interests. A VIE can arise from items such as lease agreements, loan arrangements, guarantees or service contracts. An entity is a VIE if (a) the entity lacks sufficient equity or (b) the entity's equity holders lack power or the obligation and right as equity holders to absorb the entity's expected losses or to receive its expected residual returns. </span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">If an entity is determined to be a VIE, the entity must be consolidated by the primary beneficiary. The primary beneficiary is the holder of the variable interests that has the power to direct the activities of a VIE that (i) most significantly impact the VIE's economic performance and (ii) has the obligation to absorb losses of or the right to receive benefits from the VIE that could potentially be significant to the VIE. Therefore, the Company must identify which activities most significantly impact the VIE's economic performance and determine whether it, or another party, has the power to direct those activities.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Airport Leases</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">. United is the lessee of real property under long-term operating leases at a number of airports where we are also the guarantor of approximately $2.0 billion of tax-exempt special facilities revenue bonds and interest thereon as of December </span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">31, 2022. These leases are typically with municipalities or other governmental entities, which are excluded from the consolidation requirements concerning a VIE. To the extent United's leases and related guarantees are with a separate legal entity other than a governmental entity, United is not the primary beneficiary because the lease terms are consistent with market terms at the inception of the lease and the lease does not include a residual value guarantee, fixed-price purchase option, or similar feature. See Note 12 of this report for more information regarding United's guarantee of the tax-exempt special facilities revenue bonds.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">EETCs.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> United evaluated whether the pass-through trusts formed for its EETC financings, treated as either debt or aircraft operating leases, are VIEs required to be consolidated by United under applicable accounting guidance, and determined that the pass-through trusts are VIEs. Based on United's analysis as described below, United determined that it does not have a variable interest in the pass-through trusts.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The primary risk of the pass-through trusts is credit risk (i.e. the risk that United, the issuer of the equipment notes, may be unable to make its principal and interest payments). The primary purpose of the pass-through trust structure is to enhance the credit worthiness of United's debt obligation through certain bankruptcy protection provisions, a liquidity facility (in certain of the EETC structures) and improved loan-to-value ratios for more senior debt classes. These credit enhancements lower United's total borrowing cost. Pass-through trusts are established to receive principal and interest payments on the equipment notes purchased by the pass-through trusts from United and remit these proceeds to the pass-through trusts' certificate holders.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">United does not invest in or obtain a financial interest in the pass-through trusts. Rather, United has an obligation to make interest and principal payments on its equipment notes held by the pass-through trusts. United does not intend to have any voting or non-voting equity interest in the pass-through trusts or to absorb variability from the pass-through trusts. Based on this analysis, the Company determined that it is not required to consolidate the pass-through trusts.</span></div> 2000000000 COMMITMENTS AND CONTINGENCIES    <div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Commitments. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2022, United had firm commitments to purchase aircraft from The Boeing Company ("Boeing") and Airbus S.A.S. ("Airbus") presented in the table below:</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:97.953%"><tr><td style="width:1.0%"/><td style="width:30.392%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:2.038%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.810%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:2.038%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.780%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:2.038%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.780%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:2.038%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.786%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Scheduled Aircraft Deliveries</span></td></tr><tr><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Aircraft Type</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Number of Firm<br/> Commitments (a)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2024</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">After 2024</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">787</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">102 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">92 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">737 MAX</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">433 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">135 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">88 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">210 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">A321neo</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">70 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">27 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">A321XLR</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">A350</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="15" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(a) United also has options and purchase rights for additional aircraft.</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr></table></div><div style="margin-bottom:2pt"><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:112%">The aircraft listed in the table above are scheduled for delivery through 2033. The amount and timing of the Company's future capital commitments could change to the extent that: (i) the Company and the aircraft manufacturers, with whom the Company has existing orders for new aircraft, agree to modify the contracts governing those orders; (ii) rights are exercised pursuant to the relevant agreements to modify the timing of deliveries; or (iii) the aircraft manufacturers are unable to deliver in accordance with the terms of those orders. Airbus notified United that eight Airbus A321neo aircraft scheduled for delivery in 2023, as shown in the table above, are now expected to deliver in 2024, and Boeing notified United that 37 Boeing 737 MAX aircraft scheduled for delivery in 2023, as shown in the table above, are now expected to deliver in 2024. Also, United estimates that an additional six Boeing 737 MAX aircraft scheduled for delivery in 2023, as shown in the table above, will deliver in 2024.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In December 2022, the Company entered into a confidential settlement with Boeing with respect to compensation for aircraft manufacturer delivery delays in 2020 through 2022 related to Boeing 787 aircraft. The compensation is in the form of credit memos to be issued at future dates upon the satisfaction of certain conditions. The Company is accounting for this settlement as a reduction to the cost basis of certain existing and future firm order Boeing 787 aircraft, which is expected to reduce future depreciation expense associated with these aircraft.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The table below summarizes United's commitments as of December 31, 2022, which include aircraft and related spare engines, aircraft improvements and all non-aircraft capital commitments (in billions):</span></div><div style="margin-top:14pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:81.158%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:2.732%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.710%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10.2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.0 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.9 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">After 2027</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16.6 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">53.5 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr></table></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Legal and Environmental. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company has certain contingencies resulting from litigation and claims incident to the ordinary course of business. As of December 31, 2022, management believes, after considering a number of factors, including (but not limited to) the information currently available, the views of legal counsel, the nature of contingencies to which the Company is subject and prior experience, that </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">its defenses and assertions in pending legal proceedings have merit and t</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">he ultimate disposition of any pending matter will not materially affect the Company's financial position, results of operations or cash flows. The Company records liabilities for legal and environmental claims when it is probable that a loss has been incurred and the amount is reasonably estimable. These amounts are recorded based on the Company's assessments of the likelihood of their eventual disposition.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During 2022, the Company recorded charges of $94 million as a result of a number of recent decisions that appear to impact the Company's ability to successfully assert, in certain cases, that federal law preempts state and local laws that conflict with union contracts and/or federal requirements. </span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Guarantees and Indemnifications.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> In the normal course of business, the Company enters into numerous real estate leasing and aircraft financing arrangements that have various guarantees included in the contracts. These guarantees are primarily in the form of indemnities under which the Company typically indemnifies the lessors and any tax/financing parties against liabilities that arise out of or relate to the use, operation or maintenance of the leased premises or financed aircraft. Currently, the Company believes that any future payments required under these guarantees or indemnities would be immaterial, as most liabilities and related indemnities are covered by insurance (subject to deductibles). Additionally, certain real estate leases include indemnities for any environmental liability that may arise out of or relate to the use of the leased premises.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2022, United is the guarantor of approximately $2.0 billion in aggregate principal amount of tax-exempt special facilities revenue bonds and interest thereon. These bonds, issued by various airport municipalities, are payable solely from rentals paid under long-term agreements with the respective governing bodies. The leasing arrangements associated with these obligations are accounted for as operating leases recognized on the Company's consolidated balance sheet with the associated expense recorded on a straight-line basis over the expected lease term. The obligations associated with these tax-exempt special facilities revenue bonds are included in our lease commitments disclosed in Note 10 of this report. All of these bonds are due between 2023 and 2041.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2022, United is the guarantor of $92 million of aircraft mortgage debt issued by one of United's regional carriers. The aircraft mortgage debt is subject to similar increased cost provisions as described below for the Company's debt, and the Company would potentially be responsible for those costs under the guarantees.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2022, United had $377 million of surety bonds securing various insurance related obligations with expiration dates through 2027.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Increased Cost Provisions.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> In United's financing transactions that include loans in which United is the borrower, United typically agrees to reimburse lenders for any reduced returns with respect to the loans due to any change in capital requirements and, in the case of loans with respect to which the interest rate is based on LIBOR or SOFR, for certain other increased costs that the lenders incur in carrying these loans as a result of any change in law, subject, in most cases, to obligations of the lenders to take certain limited steps to mitigate the requirement for, or the amount of, such increased costs. At December 31, 2022, the Company had $12.9 billion of floating rate debt with remaining terms of up to 12 years that are subject to these increased cost provisions. In several financing transactions involving loans or leases from non-U.S. entities, with remaining terms of up to 12 years and an aggregate balance of $9.8 billion, the Company bears the risk of any change in tax laws that would subject loan or lease payments thereunder to non-U.S. entities to withholding taxes, subject to customary exclusions.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Fuel Consortia. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">United participates in numerous fuel consortia with other air carriers at major airports to reduce the costs of fuel distribution and storage. Interline agreements govern the rights and responsibilities of the consortia members and provide for the allocation of the overall costs to operate the consortia based on usage. The consortia (and in limited cases, the participating carriers) have entered into long-term agreements to lease certain airport fuel storage and distribution facilities that </span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">are typically financed through tax-exempt bonds, either special facilities lease revenue bonds or general airport revenue bonds, issued by various local municipalities. In general, each consortium lease agreement requires the consortium to make lease payments in amounts sufficient to pay the maturing principal and interest payments on the bonds. As of December 31, 2022, approximately $2.5 billion principal amount of such bonds was secured by significant fuel facility leases in which United participates, as to which United and each of the signatory airlines has provided indirect guarantees of the debt. As of December 31, 2022, the Company's contingent exposure was approximately $400 million principal amount of such bonds based on its recent consortia participation. The Company's contingent exposure could increase if the participation of other air carriers decreases. The guarantees will expire when the tax-exempt bonds are paid in full, which ranges from 2023 to 2056. The Company concluded it was not necessary to record a liability for these indirect guarantees.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Regional Capacity Purchase. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2022, United had 255 call options to purchase regional jet aircraft being operated by certain of its regional carriers with contract dates extending until 2029. These call options are exercisable upon wrongful termination or breach of contract, among other conditions.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Credit Card Processing Agreements. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company has agreements with financial institutions that process customer credit card transactions for the sale of air travel and other services. Under certain of the Company's credit card processing agreements, the financial institutions in certain circumstances have the right to require that the Company maintain a reserve equal to a portion of advance ticket sales that has been processed by that financial institution, but for which the Company has not yet provided the air transportation. Such financial institutions may require additional cash or other collateral reserves to be established or additional withholding of payments related to receivables collected if the Company does not maintain certain minimum levels of unrestricted cash, cash equivalents and short-term investments (collectively, "Unrestricted Liquidity"). The Company's current level of Unrestricted Liquidity is substantially in excess of these minimum levels.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Labor Negotiations.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> As of December 31, 2022, United, including its subsidiaries, had approximately 92,800 employees. Approximately 84% of United's employees were represented by various U.S. labor organizations. In November 2022, United dispatchers represented by the Professional Airline Flight Control Association voted to ratify a two-year contract extension. Also, in January 2023, United and the International Brotherhood of Teamsters ratified an extension to its labor contract covering the Company's more than 8,000 technicians and related employees. The agreement becomes amendable in December 2024 and includes a one-year early opener that allows for bargaining on a successor agreement to begin in December 2023.</span></div> As of December 31, 2022, United had firm commitments to purchase aircraft from The Boeing Company ("Boeing") and Airbus S.A.S. ("Airbus") presented in the table below:<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:97.953%"><tr><td style="width:1.0%"/><td style="width:30.392%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:2.038%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.810%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:2.038%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.780%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:2.038%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.780%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:2.038%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.786%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Scheduled Aircraft Deliveries</span></td></tr><tr><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Aircraft Type</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Number of Firm<br/> Commitments (a)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2024</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">After 2024</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">787</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">102 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">92 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">737 MAX</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">433 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">135 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">88 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">210 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">A321neo</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">70 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">27 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">A321XLR</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">A350</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="15" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(a) United also has options and purchase rights for additional aircraft.</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr></table> 102 2 8 92 433 135 88 210 70 12 31 27 50 0 0 50 45 0 0 45 8 37 6 The table below summarizes United's commitments as of December 31, 2022, which include aircraft and related spare engines, aircraft improvements and all non-aircraft capital commitments (in billions):<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:81.158%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:2.732%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.710%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10.2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.0 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.9 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">After 2027</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16.6 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">53.5 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr></table> 10200000000 8000000000.0 7800000000 5900000000 5000000000.0 16600000000 53500000000 94000000 2000000000 92000000 377000000 12900000000 P12Y P12Y 9800000000 2500000000 400000000 255 92800 0.84 P2Y 8000 P1Y SPECIAL CHARGES (CREDITS)<div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For the years ended December 31, operating and nonoperating special charges (credits) and unrealized (gains) losses on investments in the statements of consolidated operations consisted of the following (in millions):</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:65.762%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.457%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.017%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.973%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.725%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating:</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">CARES Act grant</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,021)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,536)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Severance and benefit costs</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">438</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">575 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Impairment of assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">97 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">318 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(Gains) losses on sale of assets and other special charges</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">140 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">119 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">27 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total operating special charges (credits)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">140 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,367)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,616)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Nonoperating unrealized (gains) losses on investments, net</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(20)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">194 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Nonoperating debt extinguishment and modification fees</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Nonoperating special termination benefits and settlement losses</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">687 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Nonoperating credit loss on BRW Term Loan and related guarantee</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">697 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total nonoperating special charges and unrealized (gains) losses on investments, net</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(13)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">115 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,578 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total operating and nonoperating special charges (credits) and unrealized (gains) losses on investments, net</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">127 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,252)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,038)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income tax expense (benefit), net of valuation allowance</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(33)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">728 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">404 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total operating and nonoperating special charges (credits) and unrealized (gains) losses on investments, net of income taxes</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">94 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,524)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(634)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%;text-decoration:underline">2022</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">(Gains) losses on sale of assets and other special charges.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> During 2022, the Company recorded $140 million of net charges primarily comprised of $94 million for various legal matters and $23 million related to certain contract disputes. See Note 12 of this report for a discussion of the legal matters.</span></div><div style="margin-bottom:3pt;margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Nonoperating unrealized (gains) losses on investments, net.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> During 2022, the Company recorded gains of $20 million primarily for the change in the market value of its investments in equity securities.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Nonoperating debt extinguishment and modification fees</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> During 2022, the Company recorded $7 million of charges primarily related to the early redemption of $400 million of its outstanding principal amount of the 4.25% senior notes due 2022.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%;text-decoration:underline">2021</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">CARES Act grant.</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During 2021, the Company received approximately $5.8 billion in funding pursuant to the Payroll Support Program agreements under the CARES Act (the "PSP2 and PSP3 Agreements"), which included approximately $1.7 billion aggregate principal amount of unsecured promissory notes</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">. The Company recorded $4.0 billion as grant income in Special charges (credits). The Company also recorded $99 million for the PSP2 Warrants and PSP3 Warrants issued to Treasury as part of the PSP2 and PSP3 Agreements, within stockholders' equity, as an offset to the grant income.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Severance and benefit costs</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> During 2021, the Company recorded $438 million of charges related to pay continuation and benefits-related costs provided to employees who chose to voluntarily separate from the Company. The Company offered, based on employee group, age and completed years of service, pay continuation, health care coverage, and travel privileges. Approximately 4,500 employees elected to voluntarily separate from the Company.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Impairment of assets</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> During 2021, the Company recorded the following impairment charges:</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">$61 million, primarily comprised of impairment charges for 13 Airbus A319 aircraft and 13 Boeing 737-700 airframes as a result of the then-current market conditions for used aircraft, along with charges for cancelled induction projects related to these aircraft.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">$36 million of impairments related to 64 Embraer EMB 145LR aircraft and related spare engines that United retired from its regional fleet. The decision to retire these aircraft was triggered by the United Next aircraft order.</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:112%">(Gains) losses on sale of assets and other special charges.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:112%"> During 2021, the Company recorded net charges of $119 million primarily related to a one-time bonus paid to employees for their continued efforts during the COVID-19 pandemic, incentives </span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:112%">for its employees to receive a COVID-19 vaccination and the termination of the lease associated with three floors of its headquarters at the Willis Tower in Chicago, partially offset by gains primarily related to the sale of its former headquarters in suburban Chicago, aircraft sale-leaseback transactions and aircraft component manufacturer credits.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Nonoperating unrealized (gains) losses on investments, net</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> During 2021, the Company recorded losses of $34 million primarily for the change in the market value of its investments in equity securities.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Nonoperating debt extinguishment and modification fees. </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During 2021, the Company recorded $50 million of charges for fees and discounts related to the issuance of a new term loan and revolving credit facility and the prepayment of a CARES Act loan and a 2017 term loan and revolving credit facility.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Nonoperating special termination benefits and settlement losses.</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%"> </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During 2021, as part of the first quarter voluntary leave programs, the Company recorded $31 million of special termination benefits in the form of additional subsidies for retiree medical costs for certain U.S.-based front-line employees. The subsidies were in the form of a one-time contribution to a notional Retiree Health Account of $125,000 for full-time employees and $75,000 for part-time employees. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">See Note 7 of this report for additional information.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%;text-decoration:underline">2020</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">CARES Act grant.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> During 2020, the Company received approximately $5.1 billion in funding pursuant to the Payroll Support Program under the CARES Act, which consisted of a $3.6 billion grant and a $1.5 billion unsecured loan. The Company recorded $3.5 billion as grant income in Special charges (credits). The Company also recorded $66 million for warrants issued to Treasury, within stockholders' equity, as an offset to the grant income.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Severance and benefit costs</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> During 2020, the Company recorded $575 million related to its workforce reduction and voluntary plans for employee severance, pay continuance from voluntary retirements and benefits-related costs.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Impairment of assets</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During 2020, the Company recorded the following impairment charges:</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">$130 million for its China routes which were primarily caused by the COVID-19 pandemic, the Company's subsequent suspension of flights to China and a further delay in the expected return of full capacity to the China markets.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">$94 million related to 11 permanently-grounded Boeing 757-200 aircraft and the related engines and spare parts. </span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">$38 million related to the right-of-use assets associated with the embedded aircraft leases in one of the Company's CPAs. This impairment was primarily due to the impact to cash flows from the pandemic and the relatively short remaining term under the CPA.</span></div><div style="margin-bottom:5pt;margin-top:9pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">$56 million related to various cancelled facility, aircraft induction and information technology capital projects. The decisions driving these impairments were the result of the COVID-19 pandemic's impact on the Company's operations.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">(Gains) losses on sale of assets and other special charges.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> During 2020, the Company recorded losses on certain asset sales and charges for legal reserves, partially offset by gains on aircraft sale-leaseback transactions.</span></div><div style="margin-bottom:5pt;margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Nonoperating unrealized gains (losses) on investments, net.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During 2020, the Company recorded losses of $194 million primarily for changes in the fair value of its investments in equity securities.</span></div><div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Nonoperating special termination benefits and settlement losses.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During 2020, the Company recorded $687 million of settlement losses related to the Company's primary defined benefit pension plan covering certain U.S. non-pilot employees, and special termination benefits offered, under voluntary leave programs. See Note 7 of this report for additional information.</span></div><div style="margin-bottom:5pt;margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Nonoperating credit loss on BRW Term Loan and related guarantee.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During 2020, the Company recorded a $697 million expected credit loss allowance for the Company's Term Loan Agreement (the "BRW Term Loan"), with, among others, BRW Aviation Holding LLC and BRW Aviation LLC, and the related guarantee.</span></div> <div style="margin-bottom:5pt;margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For the years ended December 31, operating and nonoperating special charges (credits) and unrealized (gains) losses on investments in the statements of consolidated operations consisted of the following (in millions):</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:65.762%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.457%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.017%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.973%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.725%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating:</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">CARES Act grant</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,021)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,536)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Severance and benefit costs</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">438</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">575 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Impairment of assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">97 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">318 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(Gains) losses on sale of assets and other special charges</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">140 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">119 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">27 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total operating special charges (credits)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">140 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,367)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,616)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Nonoperating unrealized (gains) losses on investments, net</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(20)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">194 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Nonoperating debt extinguishment and modification fees</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Nonoperating special termination benefits and settlement losses</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">687 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Nonoperating credit loss on BRW Term Loan and related guarantee</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">697 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total nonoperating special charges and unrealized (gains) losses on investments, net</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(13)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">115 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,578 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total operating and nonoperating special charges (credits) and unrealized (gains) losses on investments, net</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">127 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,252)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,038)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income tax expense (benefit), net of valuation allowance</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(33)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">728 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">404 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total operating and nonoperating special charges (credits) and unrealized (gains) losses on investments, net of income taxes</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">94 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,524)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(634)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 0 4021000000 3536000000 0 438000000 575000000 0 97000000 318000000 -140000000 -119000000 -27000000 140000000 -3367000000 -2616000000 20000000 -34000000 -194000000 -7000000 -50000000 0 0 -31000000 -687000000 0 0 697000000 -13000000 115000000 1578000000 127000000 -3252000000 -1038000000 -33000000 728000000 404000000 94000000 -2524000000 -634000000 -140000000 94000000 23000000 20000000 7000000 400000000 0.0425 5800000000 1700000000 4000000000 99000000 438000000 4500 61000000 13 13 36000000 64 119000000 -34000000 50000000 31000000 125000 75000 5100000000 3600000000 1500000000 3500000000 66000000 575000000 130000000 94000000 11 38000000 56000000 -194000000 -687000000 697000000 Ernst & Young LLP Chicago, Illinois 42 <div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Schedule II</span></div><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Valuation and Qualifying Accounts</span></div><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">For the Years Ended December 31, 2022, 2021 and 2020 </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:47.433%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.603%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.870%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.070%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:4.911%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.826%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.288%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%;text-decoration:underline">(In millions)</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%"> </span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%;text-decoration:underline">Description</span></div></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Balance at<br/>Beginning of<br/>Period</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Additions<br/>Charged to<br/>Costs and<br/>Expenses</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Deductions</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Other</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Balance at<br/>End of<br/>Period</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Allowance for credit losses - receivables: </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2022</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">28 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">22 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">39 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">11 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2021</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">78 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">53 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">28 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2020</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">70 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">15 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">78 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Obsolescence allowance—spare parts:</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2022</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">546 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">73 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">610 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2021</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">478 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">79 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">11 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">546 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2020</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">425 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">88 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">35 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">478 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Allowance for credit losses - notes receivable:</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2022</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">622 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">20 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">539 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(82)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">21 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2021</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">522 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">99 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">622 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2020</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">518 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">522 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Valuation allowance for deferred tax assets:</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2022</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">210 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(10)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">199 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2021</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">247 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">(38)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">210 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2020</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">58 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">197 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">247 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 28000000 22000000 39000000 0 11000000 78000000 3000000 53000000 0 28000000 9000000 70000000 16000000 15000000 78000000 546000000 73000000 9000000 0 610000000 478000000 79000000 11000000 0 546000000 425000000 88000000 35000000 0 478000000 622000000 20000000 539000000 -82000000 21000000 522000000 1000000 0 99000000 622000000 0 518000000 0 4000000 522000000 210000000 -10000000 0 -1000000 199000000 247000000 -38000000 0 1000000 210000000 58000000 197000000 8000000 0 247000000 Transition adjustment due to the adoption of Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses. Transition adjustment due to the adoption of Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses. EXCEL 177 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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�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�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end XML 178 Show.js IDEA: XBRL DOCUMENT // Edgar(tm) Renderer was created by staff of the U.S. Securities and Exchange Commission. Data and content created by government employees within the scope of their employment are not subject to domestic copyright protection. 17 U.S.C. 105. var Show={};Show.LastAR=null,Show.showAR=function(a,r,w){if(Show.LastAR)Show.hideAR();var e=a;while(e&&e.nodeName!='TABLE')e=e.nextSibling;if(!e||e.nodeName!='TABLE'){var ref=((window)?w.document:document).getElementById(r);if(ref){e=ref.cloneNode(!0); e.removeAttribute('id');a.parentNode.appendChild(e)}} if(e)e.style.display='block';Show.LastAR=e};Show.hideAR=function(){Show.LastAR.style.display='none'};Show.toggleNext=function(a){var e=a;while(e.nodeName!='DIV')e=e.nextSibling;if(!e.style){}else if(!e.style.display){}else{var d,p_;if(e.style.display=='none'){d='block';p='-'}else{d='none';p='+'} e.style.display=d;if(a.textContent){a.textContent=p+a.textContent.substring(1)}else{a.innerText=p+a.innerText.substring(1)}}} XML 179 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 180 FilingSummary.xml IDEA: XBRL DOCUMENT 3.22.4 html 494 560 1 true 141 0 false 14 false false R1.htm 0000001 - Document - Cover Page Sheet http://www.unitedcontinentalholdings.com/role/CoverPage Cover Page Cover 1 false false R2.htm 0000002 - Document - Audit Information Sheet http://www.unitedcontinentalholdings.com/role/AuditInformation Audit Information Cover 2 false false R3.htm 0000003 - Statement - Statements of Consolidated Operations (UAH) Sheet http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH Statements of Consolidated Operations (UAH) Statements 3 false false R4.htm 0000004 - Statement - Statements of Consolidated Comprehensive Income (Loss) (UAH) Sheet http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedComprehensiveIncomeLossUAH Statements of Consolidated Comprehensive Income (Loss) (UAH) Statements 4 false false R5.htm 0000005 - Statement - Consolidated Balance Sheets (UAH) Sheet http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH Consolidated Balance Sheets (UAH) Statements 5 false false R6.htm 0000006 - Statement - Consolidated Balance Sheets (UAH) (Parenthetical) Sheet http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAHParenthetical Consolidated Balance Sheets (UAH) (Parenthetical) Statements 6 false false R7.htm 0000007 - Statement - Statements of Consolidated Cash Flows (UAH) Sheet http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH Statements of Consolidated Cash Flows (UAH) Statements 7 false false R8.htm 0000008 - Statement - Statements of Consolidated Stockholders' Equity (UAH) Sheet http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUAH Statements of Consolidated Stockholders' Equity (UAH) Statements 8 false false R9.htm 0000009 - Statement - Statements of Consolidated Operations (UA) Sheet http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA Statements of Consolidated Operations (UA) Statements 9 false false R10.htm 0000010 - Statement - Statements of Consolidated Comprehensive Income (Loss) (UA) Sheet http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedComprehensiveIncomeLossUA Statements of Consolidated Comprehensive Income (Loss) (UA) Statements 10 false false R11.htm 0000011 - Statement - Consolidated Balance Sheets (UA) Sheet http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA Consolidated Balance Sheets (UA) Statements 11 false false R12.htm 0000012 - Statement - Consolidated Balance Sheets (UA) (Parenthetical) Sheet http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAParenthetical Consolidated Balance Sheets (UA) (Parenthetical) Statements 12 false false R13.htm 0000013 - Statement - Statements of Consolidated Cash Flows (UA) Sheet http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA Statements of Consolidated Cash Flows (UA) Statements 13 false false R14.htm 0000014 - Statement - Statements of Consolidated Stockholders' Equity (UA) Sheet http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUA Statements of Consolidated Stockholders' Equity (UA) Statements 14 false false R15.htm 0000015 - Disclosure - Overview Sheet http://www.unitedcontinentalholdings.com/role/Overview Overview Notes 15 false false R16.htm 0000016 - Disclosure - Significant Accounting Policies Sheet http://www.unitedcontinentalholdings.com/role/SignificantAccountingPolicies Significant Accounting Policies Notes 16 false false R17.htm 0000017 - Disclosure - Common Stockholders' Equity and Preferred Securities Sheet http://www.unitedcontinentalholdings.com/role/CommonStockholdersEquityandPreferredSecurities Common Stockholders' Equity and Preferred Securities Notes 17 false false R18.htm 0000018 - Disclosure - Earnings (Loss) Per Share Sheet http://www.unitedcontinentalholdings.com/role/EarningsLossPerShare Earnings (Loss) Per Share Notes 18 false false R19.htm 0000019 - Disclosure - Share-Based Compensation Plans Sheet http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlans Share-Based Compensation Plans Notes 19 false false R20.htm 0000020 - Disclosure - Accumulated Other Comprehensive Income (Loss) Sheet http://www.unitedcontinentalholdings.com/role/AccumulatedOtherComprehensiveIncomeLoss Accumulated Other Comprehensive Income (Loss) Notes 20 false false R21.htm 0000021 - Disclosure - Income Taxes Sheet http://www.unitedcontinentalholdings.com/role/IncomeTaxes Income Taxes Notes 21 false false R22.htm 0000022 - Disclosure - Pension and Other Postretirement Plans Sheet http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlans Pension and Other Postretirement Plans Notes 22 false false R23.htm 0000023 - Disclosure - Fair Value Measurements, Investments and Notes Receivable Notes http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivable Fair Value Measurements, Investments and Notes Receivable Notes 23 false false R24.htm 0000024 - Disclosure - Debt Sheet http://www.unitedcontinentalholdings.com/role/Debt Debt Notes 24 false false R25.htm 0000025 - Disclosure - Leases and Capacity Purchase Agreements Sheet http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreements Leases and Capacity Purchase Agreements Notes 25 false false R26.htm 0000026 - Disclosure - Variable Interest Entities ("VIE") Sheet http://www.unitedcontinentalholdings.com/role/VariableInterestEntitiesVIE Variable Interest Entities ("VIE") Notes 26 false false R27.htm 0000027 - Disclosure - Commitments and Contingencies Sheet http://www.unitedcontinentalholdings.com/role/CommitmentsandContingencies Commitments and Contingencies Notes 27 false false R28.htm 0000028 - Disclosure - Special Charges (Credits) Sheet http://www.unitedcontinentalholdings.com/role/SpecialChargesCredits Special Charges (Credits) Notes 28 false false R29.htm 0000029 - Disclosure - Schedule II - Valuation and Qualifying Accounts Sheet http://www.unitedcontinentalholdings.com/role/ScheduleIIValuationandQualifyingAccounts Schedule II - Valuation and Qualifying Accounts Notes 29 false false R30.htm 0000030 - Disclosure - Significant Accounting Policies (Policies) Sheet http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesPolicies Significant Accounting Policies (Policies) Policies http://www.unitedcontinentalholdings.com/role/SignificantAccountingPolicies 30 false false R31.htm 0000031 - Disclosure - Significant Accounting Policies (Tables) Sheet http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesTables Significant Accounting Policies (Tables) Tables http://www.unitedcontinentalholdings.com/role/SignificantAccountingPolicies 31 false false R32.htm 0000032 - Disclosure - Common Stockholders' Equity and Preferred Securities (Tables) Sheet http://www.unitedcontinentalholdings.com/role/CommonStockholdersEquityandPreferredSecuritiesTables Common Stockholders' Equity and Preferred Securities (Tables) Tables http://www.unitedcontinentalholdings.com/role/CommonStockholdersEquityandPreferredSecurities 32 false false R33.htm 0000033 - Disclosure - Earnings (Loss) Per Share (Tables) Sheet http://www.unitedcontinentalholdings.com/role/EarningsLossPerShareTables Earnings (Loss) Per Share (Tables) Tables http://www.unitedcontinentalholdings.com/role/EarningsLossPerShare 33 false false R34.htm 0000034 - Disclosure - Share-Based Compensation Plans (Tables) Sheet http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansTables Share-Based Compensation Plans (Tables) Tables http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlans 34 false false R35.htm 0000035 - Disclosure - Accumulated Other Comprehensive Income (Loss) (Tables) Sheet http://www.unitedcontinentalholdings.com/role/AccumulatedOtherComprehensiveIncomeLossTables Accumulated Other Comprehensive Income (Loss) (Tables) Tables http://www.unitedcontinentalholdings.com/role/AccumulatedOtherComprehensiveIncomeLoss 35 false false R36.htm 0000036 - Disclosure - Income Taxes (Tables) Sheet http://www.unitedcontinentalholdings.com/role/IncomeTaxesTables Income Taxes (Tables) Tables http://www.unitedcontinentalholdings.com/role/IncomeTaxes 36 false false R37.htm 0000037 - Disclosure - Pension and Other Postretirement Plans (Tables) Sheet http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansTables Pension and Other Postretirement Plans (Tables) Tables http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlans 37 false false R38.htm 0000038 - Disclosure - Fair Value Measurements, Investments and Notes Receivable (Tables) Notes http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableTables Fair Value Measurements, Investments and Notes Receivable (Tables) Tables http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivable 38 false false R39.htm 0000039 - Disclosure - Debt (Tables) Sheet http://www.unitedcontinentalholdings.com/role/DebtTables Debt (Tables) Tables http://www.unitedcontinentalholdings.com/role/Debt 39 false false R40.htm 0000040 - Disclosure - Leases and Capacity Purchase Agreements (Tables) Sheet http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsTables Leases and Capacity Purchase Agreements (Tables) Tables http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreements 40 false false R41.htm 0000041 - Disclosure - Commitments and Contingencies (Tables) Sheet http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesTables Commitments and Contingencies (Tables) Tables http://www.unitedcontinentalholdings.com/role/CommitmentsandContingencies 41 false false R42.htm 0000042 - Disclosure - Special Charges (Credits) (Tables) Sheet http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsTables Special Charges (Credits) (Tables) Tables http://www.unitedcontinentalholdings.com/role/SpecialChargesCredits 42 false false R43.htm 0000043 - Disclosure - Significant Accounting Policies - Narrative (Details) Sheet http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesNarrativeDetails Significant Accounting Policies - Narrative (Details) Details 43 false false R44.htm 0000044 - Disclosure - Significant Accounting Policies - Operating Revenue by Principal Geographic Region (Details) Sheet http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesOperatingRevenuebyPrincipalGeographicRegionDetails Significant Accounting Policies - Operating Revenue by Principal Geographic Region (Details) Details 44 false false R45.htm 0000045 - Disclosure - Significant Accounting Policies - Roll Forward of Frequent Flier Deferred Revenue (Details) Sheet http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesRollForwardofFrequentFlierDeferredRevenueDetails Significant Accounting Policies - Roll Forward of Frequent Flier Deferred Revenue (Details) Details 45 false false R46.htm 0000046 - Disclosure - Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) Sheet http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesReconciliationofCashCashEquivalentsandRestrictedCashDetails Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) Details 46 false false R47.htm 0000047 - Disclosure - Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Details) Sheet http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesEstimatedUsefulLivesofPropertyandEquipmentDetails Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Details) Details 47 false false R48.htm 0000048 - Disclosure - Significant Accounting Policies - Information about Goodwill and Other Intangible Assets (Details) Sheet http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesInformationaboutGoodwillandOtherIntangibleAssetsDetails Significant Accounting Policies - Information about Goodwill and Other Intangible Assets (Details) Details 48 false false R49.htm 0000049 - Disclosure - Common Stockholders' Equity and Preferred Securities - Summary of Warrants Outstanding (Details) Sheet http://www.unitedcontinentalholdings.com/role/CommonStockholdersEquityandPreferredSecuritiesSummaryofWarrantsOutstandingDetails Common Stockholders' Equity and Preferred Securities - Summary of Warrants Outstanding (Details) Details 49 false false R50.htm 0000050 - Disclosure - Common Stockholders' Equity and Preferred Securities - Narrative (Details) Sheet http://www.unitedcontinentalholdings.com/role/CommonStockholdersEquityandPreferredSecuritiesNarrativeDetails Common Stockholders' Equity and Preferred Securities - Narrative (Details) Details http://www.unitedcontinentalholdings.com/role/CommonStockholdersEquityandPreferredSecuritiesTables 50 false false R51.htm 0000051 - Disclosure - Earnings (Loss) Per Share (Details) Sheet http://www.unitedcontinentalholdings.com/role/EarningsLossPerShareDetails Earnings (Loss) Per Share (Details) Details http://www.unitedcontinentalholdings.com/role/EarningsLossPerShareTables 51 false false R52.htm 0000052 - Disclosure - Share-Based Compensation Plans - Narrative (Details) Sheet http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansNarrativeDetails Share-Based Compensation Plans - Narrative (Details) Details 52 false false R53.htm 0000053 - Disclosure - Share-Based Compensation Plans - Information Related to Share-Based Compensation Plan Cost (Details) Sheet http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansInformationRelatedtoShareBasedCompensationPlanCostDetails Share-Based Compensation Plans - Information Related to Share-Based Compensation Plan Cost (Details) Details 53 false false R54.htm 0000054 - Disclosure - Share-Based Compensation Plans - Summary of Unearned Compensation and Weighted-Average Remaining Period to Recognize Costs (Details) Sheet http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansSummaryofUnearnedCompensationandWeightedAverageRemainingPeriodtoRecognizeCostsDetails Share-Based Compensation Plans - Summary of Unearned Compensation and Weighted-Average Remaining Period to Recognize Costs (Details) Details 54 false false R55.htm 0000055 - Disclosure - Share-Based Compensation Plans - Summary of RSU and Restricted Stock Activity (Details) Sheet http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansSummaryofRSUandRestrictedStockActivityDetails Share-Based Compensation Plans - Summary of RSU and Restricted Stock Activity (Details) Details 55 false false R56.htm 0000056 - Disclosure - Accumulated Other Comprehensive Income (Loss) - Components of the Company's AOCI (Details) Sheet http://www.unitedcontinentalholdings.com/role/AccumulatedOtherComprehensiveIncomeLossComponentsoftheCompanysAOCIDetails Accumulated Other Comprehensive Income (Loss) - Components of the Company's AOCI (Details) Details http://www.unitedcontinentalholdings.com/role/AccumulatedOtherComprehensiveIncomeLossTables 56 false false R57.htm 0000057 - Disclosure - Income Taxes - Income Tax Provision (Benefit) Differed from Amounts Computed at the Statutory Federal Income Tax Rate and Significant Components (Details) Sheet http://www.unitedcontinentalholdings.com/role/IncomeTaxesIncomeTaxProvisionBenefitDifferedfromAmountsComputedattheStatutoryFederalIncomeTaxRateandSignificantComponentsDetails Income Taxes - Income Tax Provision (Benefit) Differed from Amounts Computed at the Statutory Federal Income Tax Rate and Significant Components (Details) Details 57 false false R58.htm 0000058 - Disclosure - Income Taxes - Temporary Differences and Carryforwards Giving Rise to Deferred Tax Assets and Liabilities (Details) Sheet http://www.unitedcontinentalholdings.com/role/IncomeTaxesTemporaryDifferencesandCarryforwardsGivingRisetoDeferredTaxAssetsandLiabilitiesDetails Income Taxes - Temporary Differences and Carryforwards Giving Rise to Deferred Tax Assets and Liabilities (Details) Details 58 false false R59.htm 0000059 - Disclosure - Income Taxes - Narrative (Details) Sheet http://www.unitedcontinentalholdings.com/role/IncomeTaxesNarrativeDetails Income Taxes - Narrative (Details) Details 59 false false R60.htm 0000060 - Disclosure - Pension and Other Postretirement Plans - Narrative (Details) Sheet http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansNarrativeDetails Pension and Other Postretirement Plans - Narrative (Details) Details 60 false false R61.htm 0000061 - Disclosure - Pension and Other Postretirement Plans - Reconciliation of the Change in Benefit Obligation and Plan Asset, Funded Status and Amounts Recognized in the Financial Statements (Details) Sheet http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails Pension and Other Postretirement Plans - Reconciliation of the Change in Benefit Obligation and Plan Asset, Funded Status and Amounts Recognized in the Financial Statements (Details) Details 61 false false R62.htm 0000062 - Disclosure - Pension and Other Postretirement Plans - Accumulated Benefit Obligation and Projected Benefit Obligation in Excess of Plan Assets (Details) Sheet http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAccumulatedBenefitObligationandProjectedBenefitObligationinExcessofPlanAssetsDetails Pension and Other Postretirement Plans - Accumulated Benefit Obligation and Projected Benefit Obligation in Excess of Plan Assets (Details) Details 62 false false R63.htm 0000063 - Disclosure - Pension and Other Postretirement Plans - Components of Net Periodic Benefit Cost (Details) Sheet http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansComponentsofNetPeriodicBenefitCostDetails Pension and Other Postretirement Plans - Components of Net Periodic Benefit Cost (Details) Details 63 false false R64.htm 0000064 - Disclosure - Pension and Other Postretirement Plans - Assumptions Used for Benefit Plans (Details) Sheet http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAssumptionsUsedforBenefitPlansDetails Pension and Other Postretirement Plans - Assumptions Used for Benefit Plans (Details) Details 64 false false R65.htm 0000065 - Disclosure - Pension and Other Postretirement Plans - Allocation of Plan Assets (Details) Sheet http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAllocationofPlanAssetsDetails Pension and Other Postretirement Plans - Allocation of Plan Assets (Details) Details 65 false false R66.htm 0000066 - Disclosure - Pension and Other Postretirement Plans - Change in Assumption of Benefit Obligation (Details) Sheet http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansChangeinAssumptionofBenefitObligationDetails Pension and Other Postretirement Plans - Change in Assumption of Benefit Obligation (Details) Details 66 false false R67.htm 0000067 - Disclosure - Pension and Other Postretirement Plans - Pension and Other Postretirement Plan Assets (Details) Sheet http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansPensionandOtherPostretirementPlanAssetsDetails Pension and Other Postretirement Plans - Pension and Other Postretirement Plan Assets (Details) Details 67 false false R68.htm 0000068 - Disclosure - Pension and Other Postretirement Plans - Defined Benefit Plan Assets Measured at Fair Value Using Unobservable Inputs (Details) Sheet http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansDefinedBenefitPlanAssetsMeasuredatFairValueUsingUnobservableInputsDetails Pension and Other Postretirement Plans - Defined Benefit Plan Assets Measured at Fair Value Using Unobservable Inputs (Details) Details 68 false false R69.htm 0000069 - Disclosure - Pension and Other Postretirement Plans - Estimated Future Benefit Payments (Details) Sheet http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansEstimatedFutureBenefitPaymentsDetails Pension and Other Postretirement Plans - Estimated Future Benefit Payments (Details) Details 69 false false R70.htm 0000070 - Disclosure - Pension and Other Postretirement Plans - Participation in the IAM National Pension Plan (Details) Sheet http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansParticipationintheIAMNationalPensionPlanDetails Pension and Other Postretirement Plans - Participation in the IAM National Pension Plan (Details) Details 70 false false R71.htm 0000071 - Disclosure - Fair Value Measurements, Investments and Notes Receivable - Fair Value of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) Notes http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableFairValueofFinancialAssetsandLiabilitiesMeasuredatFairValueonaRecurringBasisDetails Fair Value Measurements, Investments and Notes Receivable - Fair Value of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) Details 71 false false R72.htm 0000072 - Disclosure - Fair Value Measurements, Investments and Notes Receivable - Carrying Amounts and Estimated Fair Values of Financial Instruments (Details) Notes http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableCarryingAmountsandEstimatedFairValuesofFinancialInstrumentsDetails Fair Value Measurements, Investments and Notes Receivable - Carrying Amounts and Estimated Fair Values of Financial Instruments (Details) Details 72 false false R73.htm 0000073 - Disclosure - Fair Value Measurements, Investments and Notes Receivable - Narrative (Details) Notes http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableNarrativeDetails Fair Value Measurements, Investments and Notes Receivable - Narrative (Details) Details http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableTables 73 false false R74.htm 0000074 - Disclosure - Debt - Summary of Long-Term Debt (Details) Sheet http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails Debt - Summary of Long-Term Debt (Details) Details 74 false false R75.htm 0000075 - Disclosure - Debt - Contractual Principal Payments under Outstanding Long-Term Debt Agreements (Details) Sheet http://www.unitedcontinentalholdings.com/role/DebtContractualPrincipalPaymentsunderOutstandingLongTermDebtAgreementsDetails Debt - Contractual Principal Payments under Outstanding Long-Term Debt Agreements (Details) Details 75 false false R76.htm 0000076 - Disclosure - Debt - Narrative (Details) Sheet http://www.unitedcontinentalholdings.com/role/DebtNarrativeDetails Debt - Narrative (Details) Details 76 false false R77.htm 0000077 - Disclosure - Debt - Summary of Collateral Covenants and Cross Default Provisions (Details) Sheet http://www.unitedcontinentalholdings.com/role/DebtSummaryofCollateralCovenantsandCrossDefaultProvisionsDetails Debt - Summary of Collateral Covenants and Cross Default Provisions (Details) Details 77 false false R78.htm 0000078 - Disclosure - Leases and Capacity Purchase Agreements - Components of Lease Cost (Details) Sheet http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsComponentsofLeaseCostDetails Leases and Capacity Purchase Agreements - Components of Lease Cost (Details) Details 78 false false R79.htm 0000079 - Disclosure - Leases and Capacity Purchase Agreements - Narrative (Details) Sheet http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsNarrativeDetails Leases and Capacity Purchase Agreements - Narrative (Details) Details 79 false false R80.htm 0000080 - Disclosure - Leases and Capacity Purchase Agreements - Summary of Scheduled Future Minimum Lease Payments under Operating and Finance Leases (Details) Sheet http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails Leases and Capacity Purchase Agreements - Summary of Scheduled Future Minimum Lease Payments under Operating and Finance Leases (Details) Details 80 false false R81.htm 0000081 - Disclosure - Leases and Capacity Purchase Agreements - Future Lease Payment under Terms of Capacity Purchase Agreement (Details) Sheet http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsFutureLeasePaymentunderTermsofCapacityPurchaseAgreementDetails Leases and Capacity Purchase Agreements - Future Lease Payment under Terms of Capacity Purchase Agreement (Details) Details 81 false false R82.htm 0000082 - Disclosure - Leases and Capacity Purchase Agreements - Additional Information Related to Leases (Details) Sheet http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsAdditionalInformationRelatedtoLeasesDetails Leases and Capacity Purchase Agreements - Additional Information Related to Leases (Details) Details 82 false false R83.htm 0000083 - Disclosure - Leases and Capacity Purchase Agreements - Supplemental Cash Flow Information Related to Leases (Details) Sheet http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSupplementalCashFlowInformationRelatedtoLeasesDetails Leases and Capacity Purchase Agreements - Supplemental Cash Flow Information Related to Leases (Details) Details 83 false false R84.htm 0000084 - Disclosure - Variable Interest Entities ("VIE") (Details) Sheet http://www.unitedcontinentalholdings.com/role/VariableInterestEntitiesVIEDetails Variable Interest Entities ("VIE") (Details) Details http://www.unitedcontinentalholdings.com/role/VariableInterestEntitiesVIE 84 false false R85.htm 0000085 - Disclosure - Commitments and Contingencies - Firm Commitments and Options to Purchase Aircraft (Details) Sheet http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesFirmCommitmentsandOptionstoPurchaseAircraftDetails Commitments and Contingencies - Firm Commitments and Options to Purchase Aircraft (Details) Details 85 false false R86.htm 0000086 - Disclosure - Commitments and Contingencies - Narrative (Details) Sheet http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails Commitments and Contingencies - Narrative (Details) Details 86 false false R87.htm 0000087 - Disclosure - Commitments and Contingencies - Summary of Commitments Related to the Acquisition of Aircraft (Details) Sheet http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesSummaryofCommitmentsRelatedtotheAcquisitionofAircraftDetails Commitments and Contingencies - Summary of Commitments Related to the Acquisition of Aircraft (Details) Details 87 false false R88.htm 0000088 - Disclosure - Special Charges (Credits) - Components of Special Charges (Details) Sheet http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsComponentsofSpecialChargesDetails Special Charges (Credits) - Components of Special Charges (Details) Details http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsTables 88 false false R89.htm 0000089 - Disclosure - Special Charges (Credits) - Narrative (Details) Sheet http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails Special Charges (Credits) - Narrative (Details) Details http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsTables 89 false false R90.htm 0000090 - Disclosure - Schedule II - Valuation and Qualifying Accounts (Details) Sheet http://www.unitedcontinentalholdings.com/role/ScheduleIIValuationandQualifyingAccountsDetails Schedule II - Valuation and Qualifying Accounts (Details) Details http://www.unitedcontinentalholdings.com/role/ScheduleIIValuationandQualifyingAccounts 90 false false R9999.htm Uncategorized Items - ual-20221231.htm Sheet http://xbrl.sec.gov/role/uncategorizedFacts Uncategorized Items - ual-20221231.htm Cover 91 false false All Reports Book All Reports [ix-0514-Hidden-Fact-Eligible-For-Transform] WARN: 1 fact(s) appearing in ix:hidden were eligible for transformation: ual:FrequentFlyerMileageProgramExpirationPeriod - ual-20221231.htm 4 ual-20221231.htm ual-20221231.xsd ual-20221231_cal.xml ual-20221231_def.xml ual-20221231_lab.xml ual-20221231_pre.xml ual_12312210kex10100.htm ual_12312210kex10101.htm ual_12312210kex10102.htm ual_12312210kex10103.htm ual_12312210kex10104.htm ual_12312210kex10105.htm ual_12312210kex10106.htm ual_12312210kex1035.htm ual_12312210kex1059.htm ual_12312210kex1090.htm ual_12312210kex1091.htm ual_12312210kex1092.htm ual_12312210kex1093.htm ual_12312210kex1094.htm ual_12312210kex1095.htm ual_12312210kex1096.htm ual_12312210kex1097.htm ual_12312210kex1098.htm ual_12312210kex1099.htm ual_12312210kex21.htm ual_12312210kex231.htm ual_12312210kex232.htm ual_12312210kex311.htm ual_12312210kex312.htm ual_12312210kex313.htm ual_12312210kex314.htm ual_12312210kex321.htm ual_12312210kex322.htm ual_12312210kex429.htm ual-20221231_g1.jpg ual-20221231_g2.jpg http://fasb.org/srt/2022 http://fasb.org/us-gaap/2022 http://xbrl.sec.gov/dei/2022 true true JSON 183 MetaLinks.json IDEA: XBRL DOCUMENT { "instance": { "ual-20221231.htm": { "axisCustom": 2, "axisStandard": 37, "baseTaxonomies": { "http://fasb.org/srt/2022": 2, "http://fasb.org/us-gaap/2022": 1706, "http://xbrl.sec.gov/dei/2022": 60 }, "contextCount": 494, "dts": { "calculationLink": { "local": [ "ual-20221231_cal.xml" ] }, "definitionLink": { "local": [ "ual-20221231_def.xml" ] }, "inline": { "local": [ "ual-20221231.htm" ] }, "labelLink": { "local": [ "ual-20221231_lab.xml" ] }, "presentationLink": { "local": [ "ual-20221231_pre.xml" ] }, "schema": { "local": [ "ual-20221231.xsd" ], "remote": [ "http://www.xbrl.org/2003/xbrl-instance-2003-12-31.xsd", "http://www.xbrl.org/2003/xbrl-linkbase-2003-12-31.xsd", "http://www.xbrl.org/2003/xl-2003-12-31.xsd", "http://www.xbrl.org/2003/xlink-2003-12-31.xsd", "http://www.xbrl.org/2005/xbrldt-2005.xsd", "http://www.xbrl.org/2006/ref-2006-02-27.xsd", "http://www.xbrl.org/lrr/role/negated-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/net-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/reference-2009-12-16.xsd", "https://www.xbrl.org/2020/extensible-enumerations-2.0.xsd", "https://www.xbrl.org/dtr/type/2020-01-21/types.xsd", "https://xbrl.fasb.org/srt/2022/elts/srt-2022.xsd", "https://xbrl.fasb.org/srt/2022/elts/srt-roles-2022.xsd", "https://xbrl.fasb.org/srt/2022/elts/srt-types-2022.xsd", "https://xbrl.fasb.org/us-gaap/2022/elts/us-gaap-2022.xsd", "https://xbrl.fasb.org/us-gaap/2022/elts/us-roles-2022.xsd", "https://xbrl.fasb.org/us-gaap/2022/elts/us-types-2022.xsd", "https://xbrl.sec.gov/country/2022/country-2022.xsd", "https://xbrl.sec.gov/dei/2022/dei-2022.xsd" ] } }, "elementCount": 895, "entityCount": 1, "hidden": { "http://fasb.org/us-gaap/2022": 4, "http://www.unitedcontinentalholdings.com/20221231": 1, "http://xbrl.sec.gov/dei/2022": 5, "total": 10 }, "keyCustom": 100, "keyStandard": 460, "memberCustom": 70, "memberStandard": 66, "nsprefix": "ual", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "report": { "R1": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "true", "longName": "0000001 - Document - Cover Page", "menuCat": "Cover", "order": "1", "role": "http://www.unitedcontinentalholdings.com/role/CoverPage", "shortName": "Cover Page", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R10": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:NetIncomeLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "0000010 - Statement - Statements of Consolidated Comprehensive Income (Loss) (UA)", "menuCat": "Statements", "order": "10", "role": "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedComprehensiveIncomeLossUA", "shortName": "Statements of Consolidated Comprehensive Income (Loss) (UA)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "ie274bf5fab16453a9f89d28d1112048c_D20220101-20221231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansAdjustmentNetOfTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R11": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfRestrictedCashAndCashEquivalentsTextBlock", "us-gaap:ScheduleOfCashAndCashEquivalentsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i5804c3ad6d2d401883e51eb6a32bb2dc_I20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "0000011 - Statement - Consolidated Balance Sheets (UA)", "menuCat": "Statements", "order": "11", "role": "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "shortName": "Consolidated Balance Sheets (UA)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "ie14d4edb64214562a1d2acdc7e7b7a16_I20221231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:ShortTermInvestments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R12": { "firstAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i5804c3ad6d2d401883e51eb6a32bb2dc_I20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:AllowanceForDoubtfulAccountsReceivableCurrent", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "0000012 - Statement - Consolidated Balance Sheets (UA) (Parenthetical)", "menuCat": "Statements", "order": "12", "role": "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAParenthetical", "shortName": "Consolidated Balance Sheets (UA) (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": null }, "R13": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:NetIncomeLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "0000013 - Statement - Statements of Consolidated Cash Flows (UA)", "menuCat": "Statements", "order": "13", "role": "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "shortName": "Statements of Consolidated Cash Flows (UA)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "ie274bf5fab16453a9f89d28d1112048c_D20220101-20221231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:RestructuringCostsAndAssetImpairmentCharges", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R14": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i1326deb64b784784ba7f588dd0e40a45_I20191231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquity", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "0000014 - Statement - Statements of Consolidated Stockholders' Equity (UA)", "menuCat": "Statements", "order": "14", "role": "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUA", "shortName": "Statements of Consolidated Stockholders' Equity (UA)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i9c9eaf985e2d4d8690b9e2ca9b3821e9_I20191231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:StockholdersEquity", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R15": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:UnusualOrInfrequentItemsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000015 - Disclosure - Overview", "menuCat": "Notes", "order": "15", "role": "http://www.unitedcontinentalholdings.com/role/Overview", "shortName": "Overview", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:UnusualOrInfrequentItemsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R16": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000016 - Disclosure - Significant Accounting Policies", "menuCat": "Notes", "order": "16", "role": "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPolicies", "shortName": "Significant Accounting Policies", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R17": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000017 - Disclosure - Common Stockholders' Equity and Preferred Securities", "menuCat": "Notes", "order": "17", "role": "http://www.unitedcontinentalholdings.com/role/CommonStockholdersEquityandPreferredSecurities", "shortName": "Common Stockholders' Equity and Preferred Securities", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R18": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000018 - Disclosure - Earnings (Loss) Per Share", "menuCat": "Notes", "order": "18", "role": "http://www.unitedcontinentalholdings.com/role/EarningsLossPerShare", "shortName": "Earnings (Loss) Per Share", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R19": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000019 - Disclosure - Share-Based Compensation Plans", "menuCat": "Notes", "order": "19", "role": "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlans", "shortName": "Share-Based Compensation Plans", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R2": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "dei:AuditorName", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "false", "longName": "0000002 - Document - Audit Information", "menuCat": "Cover", "order": "2", "role": "http://www.unitedcontinentalholdings.com/role/AuditInformation", "shortName": "Audit Information", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "dei:AuditorName", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R20": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ComprehensiveIncomeNoteTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000020 - Disclosure - Accumulated Other Comprehensive Income (Loss)", "menuCat": "Notes", "order": "20", "role": "http://www.unitedcontinentalholdings.com/role/AccumulatedOtherComprehensiveIncomeLoss", "shortName": "Accumulated Other Comprehensive Income (Loss)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ComprehensiveIncomeNoteTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R21": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000021 - Disclosure - Income Taxes", "menuCat": "Notes", "order": "21", "role": "http://www.unitedcontinentalholdings.com/role/IncomeTaxes", "shortName": "Income Taxes", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R22": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PensionAndOtherPostretirementBenefitsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000022 - Disclosure - Pension and Other Postretirement Plans", "menuCat": "Notes", "order": "22", "role": "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlans", "shortName": "Pension and Other Postretirement Plans", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PensionAndOtherPostretirementBenefitsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R23": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000023 - Disclosure - Fair Value Measurements, Investments and Notes Receivable", "menuCat": "Notes", "order": "23", "role": "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivable", "shortName": "Fair Value Measurements, Investments and Notes Receivable", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R24": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LongTermDebtTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000024 - Disclosure - Debt", "menuCat": "Notes", "order": "24", "role": "http://www.unitedcontinentalholdings.com/role/Debt", "shortName": "Debt", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LongTermDebtTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R25": { "firstAnchor": { "ancestors": [ "us-gaap:LesseeFinanceLeasesTextBlock", "span", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeasesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000025 - Disclosure - Leases and Capacity Purchase Agreements", "menuCat": "Notes", "order": "25", "role": "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreements", "shortName": "Leases and Capacity Purchase Agreements", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "us-gaap:LesseeFinanceLeasesTextBlock", "span", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeasesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R26": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:VariableInterestEntityDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000026 - Disclosure - Variable Interest Entities (\"VIE\")", "menuCat": "Notes", "order": "26", "role": "http://www.unitedcontinentalholdings.com/role/VariableInterestEntitiesVIE", "shortName": "Variable Interest Entities (\"VIE\")", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:VariableInterestEntityDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R27": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000027 - Disclosure - Commitments and Contingencies", "menuCat": "Notes", "order": "27", "role": "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingencies", "shortName": "Commitments and Contingencies", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R28": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BusinessAcquisitionIntegrationRestructuringAndOtherRelatedCostsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000028 - Disclosure - Special Charges (Credits)", "menuCat": "Notes", "order": "28", "role": "http://www.unitedcontinentalholdings.com/role/SpecialChargesCredits", "shortName": "Special Charges (Credits)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BusinessAcquisitionIntegrationRestructuringAndOtherRelatedCostsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R29": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "srt:ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000029 - Disclosure - Schedule II - Valuation and Qualifying Accounts", "menuCat": "Notes", "order": "29", "role": "http://www.unitedcontinentalholdings.com/role/ScheduleIIValuationandQualifyingAccounts", "shortName": "Schedule II - Valuation and Qualifying Accounts", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "srt:ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R3": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:DisaggregationOfRevenueTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "0000003 - Statement - Statements of Consolidated Operations (UAH)", "menuCat": "Statements", "order": "3", "role": "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH", "shortName": "Statements of Consolidated Operations (UAH)", "subGroupType": "", "uniqueAnchor": null }, "R30": { "firstAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:UseOfEstimates", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000030 - Disclosure - Significant Accounting Policies (Policies)", "menuCat": "Policies", "order": "30", "role": "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesPolicies", "shortName": "Significant Accounting Policies (Policies)", "subGroupType": "policies", "uniqueAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:UseOfEstimates", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R31": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisaggregationOfRevenueTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000031 - Disclosure - Significant Accounting Policies (Tables)", "menuCat": "Tables", "order": "31", "role": "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesTables", "shortName": "Significant Accounting Policies (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisaggregationOfRevenueTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R32": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000032 - Disclosure - Common Stockholders' Equity and Preferred Securities (Tables)", "menuCat": "Tables", "order": "32", "role": "http://www.unitedcontinentalholdings.com/role/CommonStockholdersEquityandPreferredSecuritiesTables", "shortName": "Common Stockholders' Equity and Preferred Securities (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R33": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000033 - Disclosure - Earnings (Loss) Per Share (Tables)", "menuCat": "Tables", "order": "33", "role": "http://www.unitedcontinentalholdings.com/role/EarningsLossPerShareTables", "shortName": "Earnings (Loss) Per Share (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R34": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfCompensationCostForShareBasedPaymentArrangementsAllocationOfShareBasedCompensationCostsByPlanTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000034 - Disclosure - Share-Based Compensation Plans (Tables)", "menuCat": "Tables", "order": "34", "role": "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansTables", "shortName": "Share-Based Compensation Plans (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfCompensationCostForShareBasedPaymentArrangementsAllocationOfShareBasedCompensationCostsByPlanTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R35": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfAccumulatedOtherComprehensiveIncomeLossTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000035 - Disclosure - Accumulated Other Comprehensive Income (Loss) (Tables)", "menuCat": "Tables", "order": "35", "role": "http://www.unitedcontinentalholdings.com/role/AccumulatedOtherComprehensiveIncomeLossTables", "shortName": "Accumulated Other Comprehensive Income (Loss) (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfAccumulatedOtherComprehensiveIncomeLossTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R36": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000036 - Disclosure - Income Taxes (Tables)", "menuCat": "Tables", "order": "36", "role": "http://www.unitedcontinentalholdings.com/role/IncomeTaxesTables", "shortName": "Income Taxes (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R37": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfNetFundedStatusTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000037 - Disclosure - Pension and Other Postretirement Plans (Tables)", "menuCat": "Tables", "order": "37", "role": "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansTables", "shortName": "Pension and Other Postretirement Plans (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfNetFundedStatusTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R38": { "firstAnchor": { "ancestors": [ "span", "ix:continuation", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000038 - Disclosure - Fair Value Measurements, Investments and Notes Receivable (Tables)", "menuCat": "Tables", "order": "38", "role": "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableTables", "shortName": "Fair Value Measurements, Investments and Notes Receivable (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "ix:continuation", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R39": { "firstAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDebtInstrumentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000039 - Disclosure - Debt (Tables)", "menuCat": "Tables", "order": "39", "role": "http://www.unitedcontinentalholdings.com/role/DebtTables", "shortName": "Debt (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDebtInstrumentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R4": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:NetIncomeLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "0000004 - Statement - Statements of Consolidated Comprehensive Income (Loss) (UAH)", "menuCat": "Statements", "order": "4", "role": "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedComprehensiveIncomeLossUAH", "shortName": "Statements of Consolidated Comprehensive Income (Loss) (UAH)", "subGroupType": "", "uniqueAnchor": null }, "R40": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LeaseCostTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000040 - Disclosure - Leases and Capacity Purchase Agreements (Tables)", "menuCat": "Tables", "order": "40", "role": "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsTables", "shortName": "Leases and Capacity Purchase Agreements (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LeaseCostTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R41": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LongTermPurchaseCommitmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000041 - Disclosure - Commitments and Contingencies (Tables)", "menuCat": "Tables", "order": "41", "role": "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesTables", "shortName": "Commitments and Contingencies (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LongTermPurchaseCommitmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R42": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfRestructuringAndRelatedCostsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000042 - Disclosure - Special Charges (Credits) (Tables)", "menuCat": "Tables", "order": "42", "role": "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsTables", "shortName": "Special Charges (Credits) (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfRestructuringAndRelatedCostsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R43": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "ual:RefundableTicketsExpirationPeriod", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000043 - Disclosure - Significant Accounting Policies - Narrative (Details)", "menuCat": "Details", "order": "43", "role": "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesNarrativeDetails", "shortName": "Significant Accounting Policies - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "ual:RefundableTicketsExpirationPeriod", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R44": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:DisaggregationOfRevenueTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000044 - Disclosure - Significant Accounting Policies - Operating Revenue by Principal Geographic Region (Details)", "menuCat": "Details", "order": "44", "role": "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesOperatingRevenuebyPrincipalGeographicRegionDetails", "shortName": "Significant Accounting Policies - Operating Revenue by Principal Geographic Region (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:DisaggregationOfRevenueTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "ic4b9173944ec4225b8111dcf8ce931f3_D20220101-20221231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R45": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i9f5378e25ee04355bdfb4455b95a17f5_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:ContractWithCustomerLiability", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000045 - Disclosure - Significant Accounting Policies - Roll Forward of Frequent Flier Deferred Revenue (Details)", "menuCat": "Details", "order": "45", "role": "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesRollForwardofFrequentFlierDeferredRevenueDetails", "shortName": "Significant Accounting Policies - Roll Forward of Frequent Flier Deferred Revenue (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i5b05bce649514846857ade8b8a4e4afd_I20201231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:ContractWithCustomerLiability", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R46": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfRestrictedCashAndCashEquivalentsTextBlock", "us-gaap:ScheduleOfCashAndCashEquivalentsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i5804c3ad6d2d401883e51eb6a32bb2dc_I20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000046 - Disclosure - Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details)", "menuCat": "Details", "order": "46", "role": "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesReconciliationofCashCashEquivalentsandRestrictedCashDetails", "shortName": "Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfRestrictedCashAndCashEquivalentsTextBlock", "us-gaap:ScheduleOfCashAndCashEquivalentsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i2d477f0103f643339248c87c5d82006e_I20201231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R47": { "firstAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i0690b5eaa34d4fe5ad3cff98be797e6c_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentUsefulLife", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000047 - Disclosure - Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Details)", "menuCat": "Details", "order": "47", "role": "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesEstimatedUsefulLivesofPropertyandEquipmentDetails", "shortName": "Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i0690b5eaa34d4fe5ad3cff98be797e6c_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentUsefulLife", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R48": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i5804c3ad6d2d401883e51eb6a32bb2dc_I20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:Goodwill", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000048 - Disclosure - Significant Accounting Policies - Information about Goodwill and Other Intangible Assets (Details)", "menuCat": "Details", "order": "48", "role": "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesInformationaboutGoodwillandOtherIntangibleAssetsDetails", "shortName": "Significant Accounting Policies - Information about Goodwill and Other Intangible Assets (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfIntangibleAssetsAndGoodwillTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i5804c3ad6d2d401883e51eb6a32bb2dc_I20221231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:IndefiniteLivedIntangibleAssetsExcludingGoodwill", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R49": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i5804c3ad6d2d401883e51eb6a32bb2dc_I20221231", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:ClassOfWarrantOrRightOutstanding", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000049 - Disclosure - Common Stockholders' Equity and Preferred Securities - Summary of Warrants Outstanding (Details)", "menuCat": "Details", "order": "49", "role": "http://www.unitedcontinentalholdings.com/role/CommonStockholdersEquityandPreferredSecuritiesSummaryofWarrantsOutstandingDetails", "shortName": "Common Stockholders' Equity and Preferred Securities - Summary of Warrants Outstanding (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i5804c3ad6d2d401883e51eb6a32bb2dc_I20221231", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:ClassOfWarrantOrRightOutstanding", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R5": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfRestrictedCashAndCashEquivalentsTextBlock", "us-gaap:ScheduleOfCashAndCashEquivalentsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i5804c3ad6d2d401883e51eb6a32bb2dc_I20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "0000005 - Statement - Consolidated Balance Sheets (UAH)", "menuCat": "Statements", "order": "5", "role": "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH", "shortName": "Consolidated Balance Sheets (UAH)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i5804c3ad6d2d401883e51eb6a32bb2dc_I20221231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:PreferredStockValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R50": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i5804c3ad6d2d401883e51eb6a32bb2dc_I20221231", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:CommonStockCapitalSharesReservedForFutureIssuance", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000050 - Disclosure - Common Stockholders' Equity and Preferred Securities - Narrative (Details)", "menuCat": "Details", "order": "50", "role": "http://www.unitedcontinentalholdings.com/role/CommonStockholdersEquityandPreferredSecuritiesNarrativeDetails", "shortName": "Common Stockholders' Equity and Preferred Securities - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i5804c3ad6d2d401883e51eb6a32bb2dc_I20221231", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:CommonStockCapitalSharesReservedForFutureIssuance", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R51": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:NetIncomeLossAvailableToCommonStockholdersBasic", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000051 - Disclosure - Earnings (Loss) Per Share (Details)", "menuCat": "Details", "order": "51", "role": "http://www.unitedcontinentalholdings.com/role/EarningsLossPerShareDetails", "shortName": "Earnings (Loss) Per Share (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:NetIncomeLossAvailableToCommonStockholdersBasic", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R52": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodTotalFairValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000052 - Disclosure - Share-Based Compensation Plans - Narrative (Details)", "menuCat": "Details", "order": "52", "role": "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansNarrativeDetails", "shortName": "Share-Based Compensation Plans - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodTotalFairValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R53": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:AllocatedShareBasedCompensationExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000053 - Disclosure - Share-Based Compensation Plans - Information Related to Share-Based Compensation Plan Cost (Details)", "menuCat": "Details", "order": "53", "role": "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansInformationRelatedtoShareBasedCompensationPlanCostDetails", "shortName": "Share-Based Compensation Plans - Information Related to Share-Based Compensation Plan Cost (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:AllocatedShareBasedCompensationExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R54": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfUnrecognizedCompensationCostNonvestedAwardsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i5804c3ad6d2d401883e51eb6a32bb2dc_I20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000054 - Disclosure - Share-Based Compensation Plans - Summary of Unearned Compensation and Weighted-Average Remaining Period to Recognize Costs (Details)", "menuCat": "Details", "order": "54", "role": "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansSummaryofUnearnedCompensationandWeightedAverageRemainingPeriodtoRecognizeCostsDetails", "shortName": "Share-Based Compensation Plans - Summary of Unearned Compensation and Weighted-Average Remaining Period to Recognize Costs (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfUnrecognizedCompensationCostNonvestedAwardsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i5804c3ad6d2d401883e51eb6a32bb2dc_I20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R55": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfSharebasedCompensationRestrictedStockAndRestrictedStockUnitsActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i57fa0ee24ea04e1db6e387cc263b9f90_I20211231", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000055 - Disclosure - Share-Based Compensation Plans - Summary of RSU and Restricted Stock Activity (Details)", "menuCat": "Details", "order": "55", "role": "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansSummaryofRSUandRestrictedStockActivityDetails", "shortName": "Share-Based Compensation Plans - Summary of RSU and Restricted Stock Activity (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfSharebasedCompensationRestrictedStockAndRestrictedStockUnitsActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i68040fbc54354f148bba8e71b22a587e_I20191231", "decimals": "-5", "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R56": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAccumulatedOtherComprehensiveIncomeLossTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "ia7cf1041e64e43faa78a15358219a811_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:AociTaxAttributableToParent", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000056 - Disclosure - Accumulated Other Comprehensive Income (Loss) - Components of the Company's AOCI (Details)", "menuCat": "Details", "order": "56", "role": "http://www.unitedcontinentalholdings.com/role/AccumulatedOtherComprehensiveIncomeLossComponentsoftheCompanysAOCIDetails", "shortName": "Accumulated Other Comprehensive Income (Loss) - Components of the Company's AOCI (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAccumulatedOtherComprehensiveIncomeLossTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i1326deb64b784784ba7f588dd0e40a45_I20191231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:AociTaxAttributableToParent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R57": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000057 - Disclosure - Income Taxes - Income Tax Provision (Benefit) Differed from Amounts Computed at the Statutory Federal Income Tax Rate and Significant Components (Details)", "menuCat": "Details", "order": "57", "role": "http://www.unitedcontinentalholdings.com/role/IncomeTaxesIncomeTaxProvisionBenefitDifferedfromAmountsComputedattheStatutoryFederalIncomeTaxRateandSignificantComponentsDetails", "shortName": "Income Taxes - Income Tax Provision (Benefit) Differed from Amounts Computed at the Statutory Federal Income Tax Rate and Significant Components (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R58": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i5804c3ad6d2d401883e51eb6a32bb2dc_I20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:DeferredTaxAssetsOperatingLossCarryforwards", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000058 - Disclosure - Income Taxes - Temporary Differences and Carryforwards Giving Rise to Deferred Tax Assets and Liabilities (Details)", "menuCat": "Details", "order": "58", "role": "http://www.unitedcontinentalholdings.com/role/IncomeTaxesTemporaryDifferencesandCarryforwardsGivingRisetoDeferredTaxAssetsandLiabilitiesDetails", "shortName": "Income Taxes - Temporary Differences and Carryforwards Giving Rise to Deferred Tax Assets and Liabilities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i5804c3ad6d2d401883e51eb6a32bb2dc_I20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:DeferredTaxAssetsOperatingLossCarryforwards", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R59": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i5804c3ad6d2d401883e51eb6a32bb2dc_I20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "ual:CapitalLossCarryforwardsValuationAllowance", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000059 - Disclosure - Income Taxes - Narrative (Details)", "menuCat": "Details", "order": "59", "role": "http://www.unitedcontinentalholdings.com/role/IncomeTaxesNarrativeDetails", "shortName": "Income Taxes - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i5804c3ad6d2d401883e51eb6a32bb2dc_I20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "ual:CapitalLossCarryforwardsValuationAllowance", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R6": { "firstAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i5804c3ad6d2d401883e51eb6a32bb2dc_I20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:AllowanceForDoubtfulAccountsReceivableCurrent", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "0000006 - Statement - Consolidated Balance Sheets (UAH) (Parenthetical)", "menuCat": "Statements", "order": "6", "role": "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAHParenthetical", "shortName": "Consolidated Balance Sheets (UAH) (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": null }, "R60": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i5804c3ad6d2d401883e51eb6a32bb2dc_I20221231", "decimals": "0", "first": true, "lang": "en-US", "name": "ual:NumberOfDefinedBenefitPensionPlans", "reportCount": 1, "unique": true, "unitRef": "plan", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000060 - Disclosure - Pension and Other Postretirement Plans - Narrative (Details)", "menuCat": "Details", "order": "60", "role": "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansNarrativeDetails", "shortName": "Pension and Other Postretirement Plans - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i5804c3ad6d2d401883e51eb6a32bb2dc_I20221231", "decimals": "0", "first": true, "lang": "en-US", "name": "ual:NumberOfDefinedBenefitPensionPlans", "reportCount": 1, "unique": true, "unitRef": "plan", "xsiNil": "false" } }, "R61": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfNetFundedStatusTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "ib4b7b7b2cfdd4a868b751ecd94f3c43b_I20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:DefinedBenefitPlanAccumulatedBenefitObligation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000061 - Disclosure - Pension and Other Postretirement Plans - Reconciliation of the Change in Benefit Obligation and Plan Asset, Funded Status and Amounts Recognized in the Financial Statements (Details)", "menuCat": "Details", "order": "61", "role": "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails", "shortName": "Pension and Other Postretirement Plans - Reconciliation of the Change in Benefit Obligation and Plan Asset, Funded Status and Amounts Recognized in the Financial Statements (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfNetFundedStatusTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "ib4b7b7b2cfdd4a868b751ecd94f3c43b_I20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:DefinedBenefitPlanAccumulatedBenefitObligation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R62": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAccumulatedBenefitObligationsInExcessOfFairValueOfPlanAssetsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i5804c3ad6d2d401883e51eb6a32bb2dc_I20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:DefinedBenefitPlanPensionPlansWithAccumulatedBenefitObligationsInExcessOfPlanAssetsAggregateProjectedBenefitObligation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000062 - Disclosure - Pension and Other Postretirement Plans - Accumulated Benefit Obligation and Projected Benefit Obligation in Excess of Plan Assets (Details)", "menuCat": "Details", "order": "62", "role": "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAccumulatedBenefitObligationandProjectedBenefitObligationinExcessofPlanAssetsDetails", "shortName": "Pension and Other Postretirement Plans - Accumulated Benefit Obligation and Projected Benefit Obligation in Excess of Plan Assets (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAccumulatedBenefitObligationsInExcessOfFairValueOfPlanAssetsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i5804c3ad6d2d401883e51eb6a32bb2dc_I20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:DefinedBenefitPlanPensionPlansWithAccumulatedBenefitObligationsInExcessOfPlanAssetsAggregateProjectedBenefitObligation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R63": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfNetBenefitCostsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i01e63d8b27074709acdc9f918a994316_D20220101-20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:DefinedBenefitPlanServiceCost", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000063 - Disclosure - Pension and Other Postretirement Plans - Components of Net Periodic Benefit Cost (Details)", "menuCat": "Details", "order": "63", "role": "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansComponentsofNetPeriodicBenefitCostDetails", "shortName": "Pension and Other Postretirement Plans - Components of Net Periodic Benefit Cost (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfNetBenefitCostsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i01e63d8b27074709acdc9f918a994316_D20220101-20221231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:DefinedBenefitPlanExpectedReturnOnPlanAssets", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R64": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAssumptionsUsedTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "ib4b7b7b2cfdd4a868b751ecd94f3c43b_I20221231", "decimals": "4", "first": true, "lang": "en-US", "name": "us-gaap:DefinedBenefitPlanAssumptionsUsedCalculatingBenefitObligationDiscountRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000064 - Disclosure - Pension and Other Postretirement Plans - Assumptions Used for Benefit Plans (Details)", "menuCat": "Details", "order": "64", "role": "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAssumptionsUsedforBenefitPlansDetails", "shortName": "Pension and Other Postretirement Plans - Assumptions Used for Benefit Plans (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAssumptionsUsedTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "ib4b7b7b2cfdd4a868b751ecd94f3c43b_I20221231", "decimals": "4", "first": true, "lang": "en-US", "name": "us-gaap:DefinedBenefitPlanAssumptionsUsedCalculatingBenefitObligationDiscountRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R65": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i40e09a9f2cf44f5faaf22fe737528346_D20220101-20221231", "decimals": "2", "first": true, "lang": "en-US", "name": "us-gaap:DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostExpectedLongTermReturnOnAssets", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000065 - Disclosure - Pension and Other Postretirement Plans - Allocation of Plan Assets (Details)", "menuCat": "Details", "order": "65", "role": "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAllocationofPlanAssetsDetails", "shortName": "Pension and Other Postretirement Plans - Allocation of Plan Assets (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i40e09a9f2cf44f5faaf22fe737528346_D20220101-20221231", "decimals": "2", "first": true, "lang": "en-US", "name": "us-gaap:DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostExpectedLongTermReturnOnAssets", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R66": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ual:ScheduleOfChangeInAssumptionsOnNetPeriodicBenefitCostAndBenefitObligationsTableTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "ib4b7b7b2cfdd4a868b751ecd94f3c43b_I20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "ual:DefinedBenefitPlanEffectOf100BasisPointDecreaseInDiscountRateOnBenefitObligation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000066 - Disclosure - Pension and Other Postretirement Plans - Change in Assumption of Benefit Obligation (Details)", "menuCat": "Details", "order": "66", "role": "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansChangeinAssumptionofBenefitObligationDetails", "shortName": "Pension and Other Postretirement Plans - Change in Assumption of Benefit Obligation (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ual:ScheduleOfChangeInAssumptionsOnNetPeriodicBenefitCostAndBenefitObligationsTableTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "ib4b7b7b2cfdd4a868b751ecd94f3c43b_I20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "ual:DefinedBenefitPlanEffectOf100BasisPointDecreaseInDiscountRateOnBenefitObligation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R67": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEffectOfSignificantUnobservableInputsChangesInPlanAssetsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i8aded732062e414eae870ca8df606b3c_I20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:DefinedBenefitPlanFairValueOfPlanAssets", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000067 - Disclosure - Pension and Other Postretirement Plans - Pension and Other Postretirement Plan Assets (Details)", "menuCat": "Details", "order": "67", "role": "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansPensionandOtherPostretirementPlanAssetsDetails", "shortName": "Pension and Other Postretirement Plans - Pension and Other Postretirement Plan Assets (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDefinedBenefitPlansDisclosuresTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i9bc1350eeddf461d83ef9860a7407e4b_I20221231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:DefinedBenefitPlanFairValueOfPlanAssets", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R68": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEffectOfSignificantUnobservableInputsChangesInPlanAssetsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i1e984e25e24f46668f7e369a153d1e3a_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:DefinedBenefitPlanFairValueOfPlanAssets", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000068 - Disclosure - Pension and Other Postretirement Plans - Defined Benefit Plan Assets Measured at Fair Value Using Unobservable Inputs (Details)", "menuCat": "Details", "order": "68", "role": "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansDefinedBenefitPlanAssetsMeasuredatFairValueUsingUnobservableInputsDetails", "shortName": "Pension and Other Postretirement Plans - Defined Benefit Plan Assets Measured at Fair Value Using Unobservable Inputs (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEffectOfSignificantUnobservableInputsChangesInPlanAssetsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i67a62cb97d33433da87c78be9bd4e9bd_D20220101-20221231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:DefinedBenefitPlanActualReturnOnPlanAssetsSoldDuringPeriod", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R69": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfExpectedBenefitPaymentsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "ib4b7b7b2cfdd4a868b751ecd94f3c43b_I20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:DefinedBenefitPlanExpectedFutureBenefitPaymentsNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000069 - Disclosure - Pension and Other Postretirement Plans - Estimated Future Benefit Payments (Details)", "menuCat": "Details", "order": "69", "role": "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansEstimatedFutureBenefitPaymentsDetails", "shortName": "Pension and Other Postretirement Plans - Estimated Future Benefit Payments (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfExpectedBenefitPaymentsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "ib4b7b7b2cfdd4a868b751ecd94f3c43b_I20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:DefinedBenefitPlanExpectedFutureBenefitPaymentsNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R7": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:NetIncomeLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "0000007 - Statement - Statements of Consolidated Cash Flows (UAH)", "menuCat": "Statements", "order": "7", "role": "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH", "shortName": "Statements of Consolidated Cash Flows (UAH)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:PaymentsForRepurchaseOfCommonStock", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R70": { "firstAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "ife5a67e2de694333a4198d94535f0601_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "ual:MultiemployerPlanRehabilitationPlanTerm", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000070 - Disclosure - Pension and Other Postretirement Plans - Participation in the IAM National Pension Plan (Details)", "menuCat": "Details", "order": "70", "role": "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansParticipationintheIAMNationalPensionPlanDetails", "shortName": "Pension and Other Postretirement Plans - Participation in the IAM National Pension Plan (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "ife5a67e2de694333a4198d94535f0601_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "ual:MultiemployerPlanRehabilitationPlanTerm", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R71": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "idee11d35f8a44f27ae8978e7e92dde5b_I20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:CashAndCashEquivalentsFairValueDisclosure", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000071 - Disclosure - Fair Value Measurements, Investments and Notes Receivable - Fair Value of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details)", "menuCat": "Details", "order": "71", "role": "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableFairValueofFinancialAssetsandLiabilitiesMeasuredatFairValueonaRecurringBasisDetails", "shortName": "Fair Value Measurements, Investments and Notes Receivable - Fair Value of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "idee11d35f8a44f27ae8978e7e92dde5b_I20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:CashAndCashEquivalentsFairValueDisclosure", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R72": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "ia7da6a2944af4c0196439641e5a6dd2e_I20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:LongTermDebt", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000072 - Disclosure - Fair Value Measurements, Investments and Notes Receivable - Carrying Amounts and Estimated Fair Values of Financial Instruments (Details)", "menuCat": "Details", "order": "72", "role": "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableCarryingAmountsandEstimatedFairValuesofFinancialInstrumentsDetails", "shortName": "Fair Value Measurements, Investments and Notes Receivable - Carrying Amounts and Estimated Fair Values of Financial Instruments (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "ia7da6a2944af4c0196439641e5a6dd2e_I20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:LongTermDebt", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R73": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i5804c3ad6d2d401883e51eb6a32bb2dc_I20221231", "decimals": "INF", "first": true, "lang": "en-US", "name": "ual:NumberOfRegionalCarriers", "reportCount": 1, "unique": true, "unitRef": "regional_carrier", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000073 - Disclosure - Fair Value Measurements, Investments and Notes Receivable - Narrative (Details)", "menuCat": "Details", "order": "73", "role": "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableNarrativeDetails", "shortName": "Fair Value Measurements, Investments and Notes Receivable - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i5804c3ad6d2d401883e51eb6a32bb2dc_I20221231", "decimals": "INF", "first": true, "lang": "en-US", "name": "ual:NumberOfRegionalCarriers", "reportCount": 1, "unique": true, "unitRef": "regional_carrier", "xsiNil": "false" } }, "R74": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "us-gaap:ScheduleOfDebtInstrumentsTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i5804c3ad6d2d401883e51eb6a32bb2dc_I20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:DebtInstrumentCarryingAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000074 - Disclosure - Debt - Summary of Long-Term Debt (Details)", "menuCat": "Details", "order": "74", "role": "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails", "shortName": "Debt - Summary of Long-Term Debt (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "us-gaap:ScheduleOfDebtInstrumentsTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i5804c3ad6d2d401883e51eb6a32bb2dc_I20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:DebtInstrumentCarryingAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R75": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "us-gaap:ScheduleOfMaturitiesOfLongTermDebtTableTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i0c6cb8838bd14a948584bf8f041137ef_I20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:LongTermDebtMaturitiesRepaymentsOfPrincipalInNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000075 - Disclosure - Debt - Contractual Principal Payments under Outstanding Long-Term Debt Agreements (Details)", "menuCat": "Details", "order": "75", "role": "http://www.unitedcontinentalholdings.com/role/DebtContractualPrincipalPaymentsunderOutstandingLongTermDebtAgreementsDetails", "shortName": "Debt - Contractual Principal Payments under Outstanding Long-Term Debt Agreements (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "us-gaap:ScheduleOfMaturitiesOfLongTermDebtTableTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i0c6cb8838bd14a948584bf8f041137ef_I20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:LongTermDebtMaturitiesRepaymentsOfPrincipalInNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R76": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "icb2966da4f324509bf8adfa85fa370da_D20220101-20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:ProceedsFromIssuanceOfDebt", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000076 - Disclosure - Debt - Narrative (Details)", "menuCat": "Details", "order": "76", "role": "http://www.unitedcontinentalholdings.com/role/DebtNarrativeDetails", "shortName": "Debt - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "icb2966da4f324509bf8adfa85fa370da_D20220101-20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:ProceedsFromIssuanceOfDebt", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R77": { "firstAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i9bf71e07868c4c7993eb42f93338cb77_I20221231", "decimals": "-8", "first": true, "lang": "en-US", "name": "ual:DebtCovenantRequiredLiquidity", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000077 - Disclosure - Debt - Summary of Collateral Covenants and Cross Default Provisions (Details)", "menuCat": "Details", "order": "77", "role": "http://www.unitedcontinentalholdings.com/role/DebtSummaryofCollateralCovenantsandCrossDefaultProvisionsDetails", "shortName": "Debt - Summary of Collateral Covenants and Cross Default Provisions (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i9bf71e07868c4c7993eb42f93338cb77_I20221231", "decimals": "-8", "first": true, "lang": "en-US", "name": "ual:DebtCovenantRequiredLiquidity", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R78": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseCost", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000078 - Disclosure - Leases and Capacity Purchase Agreements - Components of Lease Cost (Details)", "menuCat": "Details", "order": "78", "role": "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsComponentsofLeaseCostDetails", "shortName": "Leases and Capacity Purchase Agreements - Components of Lease Cost (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseCost", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R79": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i5804c3ad6d2d401883e51eb6a32bb2dc_I20221231", "decimals": "-5", "first": true, "lang": "en-US", "name": "ual:LesseeOperatingAndFinanceLeaseNotYetCommencedAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000079 - Disclosure - Leases and Capacity Purchase Agreements - Narrative (Details)", "menuCat": "Details", "order": "79", "role": "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsNarrativeDetails", "shortName": "Leases and Capacity Purchase Agreements - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i5804c3ad6d2d401883e51eb6a32bb2dc_I20221231", "decimals": "-5", "first": true, "lang": "en-US", "name": "ual:LesseeOperatingAndFinanceLeaseNotYetCommencedAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R8": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i75d795882ca24c2a98559a8c736fc794_I20191231", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:CommonStockSharesOutstanding", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "0000008 - Statement - Statements of Consolidated Stockholders' Equity (UAH)", "menuCat": "Statements", "order": "8", "role": "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUAH", "shortName": "Statements of Consolidated Stockholders' Equity (UAH)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i75d795882ca24c2a98559a8c736fc794_I20191231", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:CommonStockSharesOutstanding", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R80": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "us-gaap:FinanceLeaseLiabilityMaturityTableTextBlock", "us-gaap:LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i5804c3ad6d2d401883e51eb6a32bb2dc_I20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000080 - Disclosure - Leases and Capacity Purchase Agreements - Summary of Scheduled Future Minimum Lease Payments under Operating and Finance Leases (Details)", "menuCat": "Details", "order": "80", "role": "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails", "shortName": "Leases and Capacity Purchase Agreements - Summary of Scheduled Future Minimum Lease Payments under Operating and Finance Leases (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "us-gaap:FinanceLeaseLiabilityMaturityTableTextBlock", "us-gaap:LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i5804c3ad6d2d401883e51eb6a32bb2dc_I20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R81": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i5804c3ad6d2d401883e51eb6a32bb2dc_I20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:ContractualObligationDueInNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000081 - Disclosure - Leases and Capacity Purchase Agreements - Future Lease Payment under Terms of Capacity Purchase Agreement (Details)", "menuCat": "Details", "order": "81", "role": "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsFutureLeasePaymentunderTermsofCapacityPurchaseAgreementDetails", "shortName": "Leases and Capacity Purchase Agreements - Future Lease Payment under Terms of Capacity Purchase Agreement (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i5804c3ad6d2d401883e51eb6a32bb2dc_I20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:ContractualObligationDueInNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R82": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i5804c3ad6d2d401883e51eb6a32bb2dc_I20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseWeightedAverageRemainingLeaseTerm1", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000082 - Disclosure - Leases and Capacity Purchase Agreements - Additional Information Related to Leases (Details)", "menuCat": "Details", "order": "82", "role": "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsAdditionalInformationRelatedtoLeasesDetails", "shortName": "Leases and Capacity Purchase Agreements - Additional Information Related to Leases (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i5804c3ad6d2d401883e51eb6a32bb2dc_I20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseWeightedAverageRemainingLeaseTerm1", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R83": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfCashFlowSupplementalDisclosuresTableTextBlock", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeasePayments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000083 - Disclosure - Leases and Capacity Purchase Agreements - Supplemental Cash Flow Information Related to Leases (Details)", "menuCat": "Details", "order": "83", "role": "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSupplementalCashFlowInformationRelatedtoLeasesDetails", "shortName": "Leases and Capacity Purchase Agreements - Supplemental Cash Flow Information Related to Leases (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfCashFlowSupplementalDisclosuresTableTextBlock", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeasePayments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R84": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "if67a728c62d1488aa3e2204226bd8436_I20221231", "decimals": "-8", "first": true, "lang": "en-US", "name": "us-gaap:GuaranteeObligationsMaximumExposure", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000084 - Disclosure - Variable Interest Entities (\"VIE\") (Details)", "menuCat": "Details", "order": "84", "role": "http://www.unitedcontinentalholdings.com/role/VariableInterestEntitiesVIEDetails", "shortName": "Variable Interest Entities (\"VIE\") (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "if67a728c62d1488aa3e2204226bd8436_I20221231", "decimals": "-8", "first": true, "lang": "en-US", "name": "us-gaap:GuaranteeObligationsMaximumExposure", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R85": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i085f572e7da34ea78f35a2d9fcf2af98_I20221231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:UnrecordedUnconditionalPurchaseObligationMinimumQuantityRequired", "reportCount": 1, "unique": true, "unitRef": "aircraft_commitment", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000085 - Disclosure - Commitments and Contingencies - Firm Commitments and Options to Purchase Aircraft (Details)", "menuCat": "Details", "order": "85", "role": "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesFirmCommitmentsandOptionstoPurchaseAircraftDetails", "shortName": "Commitments and Contingencies - Firm Commitments and Options to Purchase Aircraft (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i085f572e7da34ea78f35a2d9fcf2af98_I20221231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:UnrecordedUnconditionalPurchaseObligationMinimumQuantityRequired", "reportCount": 1, "unique": true, "unitRef": "aircraft_commitment", "xsiNil": "false" } }, "R86": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:LossContingencyLossInPeriod", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000086 - Disclosure - Commitments and Contingencies - Narrative (Details)", "menuCat": "Details", "order": "86", "role": "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails", "shortName": "Commitments and Contingencies - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": "INF", "lang": "en-US", "name": "ual:NumberOfCallOptionsToPurchaseRegionalJetAircraft", "reportCount": 1, "unique": true, "unitRef": "option", "xsiNil": "false" } }, "R87": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i5804c3ad6d2d401883e51eb6a32bb2dc_I20221231", "decimals": "-8", "first": true, "lang": "en-US", "name": "us-gaap:UnrecordedUnconditionalPurchaseObligationBalanceOnFirstAnniversary", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000087 - Disclosure - Commitments and Contingencies - Summary of Commitments Related to the Acquisition of Aircraft (Details)", "menuCat": "Details", "order": "87", "role": "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesSummaryofCommitmentsRelatedtotheAcquisitionofAircraftDetails", "shortName": "Commitments and Contingencies - Summary of Commitments Related to the Acquisition of Aircraft (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i5804c3ad6d2d401883e51eb6a32bb2dc_I20221231", "decimals": "-8", "first": true, "lang": "en-US", "name": "us-gaap:UnrecordedUnconditionalPurchaseObligationBalanceOnFirstAnniversary", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R88": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfRestructuringAndRelatedCostsTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:UnusualOrInfrequentItemGainGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000088 - Disclosure - Special Charges (Credits) - Components of Special Charges (Details)", "menuCat": "Details", "order": "88", "role": "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsComponentsofSpecialChargesDetails", "shortName": "Special Charges (Credits) - Components of Special Charges (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfRestructuringAndRelatedCostsTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:UnusualOrInfrequentItemGainGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R89": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfRestructuringAndRelatedCostsTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "ual:GainLossOnSaleOfOtherAssetsAndOtherMiscellaneousCharges", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000089 - Disclosure - Special Charges (Credits) - Narrative (Details)", "menuCat": "Details", "order": "89", "role": "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails", "shortName": "Special Charges (Credits) - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": "-6", "lang": "en-US", "name": "ual:LossContingencyContractDisputes", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R9": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:DisaggregationOfRevenueTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i006cebd97c5841d0b19973463ef2b45d_D20220101-20221231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "0000009 - Statement - Statements of Consolidated Operations (UA)", "menuCat": "Statements", "order": "9", "role": "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA", "shortName": "Statements of Consolidated Operations (UA)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "ie274bf5fab16453a9f89d28d1112048c_D20220101-20221231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R90": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "srt:ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "id60e396a756c4f41b452b84076409f46_I20211231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:ValuationAllowancesAndReservesBalance", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000090 - Disclosure - Schedule II - Valuation and Qualifying Accounts (Details)", "menuCat": "Details", "order": "90", "role": "http://www.unitedcontinentalholdings.com/role/ScheduleIIValuationandQualifyingAccountsDetails", "shortName": "Schedule II - Valuation and Qualifying Accounts (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "srt:ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock", "body", "html" ], "baseRef": "ual-20221231.htm", "contextRef": "i5d3d8fc27e7c4974ba7d5c04da902b97_I20191231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:ValuationAllowancesAndReservesBalance", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R9999": { "firstAnchor": null, "groupType": "", "isDefault": "false", "longName": "Uncategorized Items - ual-20221231.htm", "menuCat": "Cover", "order": "91", "role": "http://xbrl.sec.gov/role/uncategorizedFacts", "shortName": "Uncategorized Items - ual-20221231.htm", "subGroupType": "", "uniqueAnchor": null } }, "segmentCount": 141, "tag": { "dei_AmendmentFlag": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.", "label": "Amendment Flag", "terseLabel": "Amendment Flag" } } }, "localname": "AmendmentFlag", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_AuditorFirmId": { "auth_ref": [ "r799", "r800", "r801" ], "lang": { "en-us": { "role": { "documentation": "PCAOB issued Audit Firm Identifier", "label": "Auditor Firm ID", "terseLabel": "Auditor Firm ID" } } }, "localname": "AuditorFirmId", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/AuditInformation" ], "xbrltype": "nonemptySequenceNumberItemType" }, "dei_AuditorLocation": { "auth_ref": [ "r799", "r800", "r801" ], "lang": { "en-us": { "role": { "label": "Auditor Location", "terseLabel": "Auditor Location" } } }, "localname": "AuditorLocation", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/AuditInformation" ], "xbrltype": "internationalNameItemType" }, "dei_AuditorName": { "auth_ref": [ "r799", "r800", "r801" ], "lang": { "en-us": { "role": { "label": "Auditor Name", "terseLabel": "Auditor Name" } } }, "localname": "AuditorName", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/AuditInformation" ], "xbrltype": "internationalNameItemType" }, "dei_CityAreaCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Area code of city", "label": "City Area Code", "terseLabel": "City Area Code" } } }, "localname": "CityAreaCode", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_CoverAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Cover page.", "label": "Cover [Abstract]", "terseLabel": "Cover [Abstract]" } } }, "localname": "CoverAbstract", "nsuri": "http://xbrl.sec.gov/dei/2022", "xbrltype": "stringItemType" }, "dei_CurrentFiscalYearEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "End date of current fiscal year in the format --MM-DD.", "label": "Current Fiscal Year End Date", "terseLabel": "Current Fiscal Year End Date" } } }, "localname": "CurrentFiscalYearEndDate", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage" ], "xbrltype": "gMonthDayItemType" }, "dei_DocumentAnnualReport": { "auth_ref": [ "r799", "r800", "r801" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as an annual report.", "label": "Document Annual Report", "terseLabel": "Document Annual Report" } } }, "localname": "DocumentAnnualReport", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_DocumentFiscalPeriodFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Fiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY.", "label": "Document Fiscal Period Focus", "terseLabel": "Document Fiscal Period Focus" } } }, "localname": "DocumentFiscalPeriodFocus", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage" ], "xbrltype": "fiscalPeriodItemType" }, "dei_DocumentFiscalYearFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "This is focus fiscal year of the document report in YYYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.", "label": "Document Fiscal Year Focus", "terseLabel": "Document Fiscal Year Focus" } } }, "localname": "DocumentFiscalYearFocus", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage" ], "xbrltype": "gYearItemType" }, "dei_DocumentInformationLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Document Information [Line Items]", "terseLabel": "Document Information [Line Items]" } } }, "localname": "DocumentInformationLineItems", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage" ], "xbrltype": "stringItemType" }, "dei_DocumentInformationTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Container to support the formal attachment of each official or unofficial, public or private document as part of a submission package.", "label": "Document Information [Table]", "terseLabel": "Document Information [Table]" } } }, "localname": "DocumentInformationTable", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage" ], "xbrltype": "stringItemType" }, "dei_DocumentPeriodEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.", "label": "Document Period End Date", "terseLabel": "Document Period End Date" } } }, "localname": "DocumentPeriodEndDate", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage" ], "xbrltype": "dateItemType" }, "dei_DocumentTransitionReport": { "auth_ref": [ "r802" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as a transition report.", "label": "Document Transition Report", "terseLabel": "Document Transition Report" } } }, "localname": "DocumentTransitionReport", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_DocumentType": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.", "label": "Document Type", "terseLabel": "Document Type" } } }, "localname": "DocumentType", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage" ], "xbrltype": "submissionTypeItemType" }, "dei_DocumentsIncorporatedByReferenceTextBlock": { "auth_ref": [ "r797" ], "lang": { "en-us": { "role": { "documentation": "Documents incorporated by reference.", "label": "Documents Incorporated by Reference [Text Block]", "terseLabel": "Documents Incorporated by Reference" } } }, "localname": "DocumentsIncorporatedByReferenceTextBlock", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage" ], "xbrltype": "textBlockItemType" }, "dei_EntityAddressAddressLine1": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Address Line 1 such as Attn, Building Name, Street Name", "label": "Entity Address, Address Line One", "terseLabel": "Entity Address, Address Line One" } } }, "localname": "EntityAddressAddressLine1", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressCityOrTown": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the City or Town", "label": "Entity Address, City or Town", "terseLabel": "Entity Address, City or Town" } } }, "localname": "EntityAddressCityOrTown", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressPostalZipCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Code for the postal or zip code", "label": "Entity Address, Postal Zip Code", "terseLabel": "Entity Address, Postal Zip Code" } } }, "localname": "EntityAddressPostalZipCode", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressStateOrProvince": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the state or province.", "label": "Entity Address, State or Province", "terseLabel": "Entity Address, State or Province" } } }, "localname": "EntityAddressStateOrProvince", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage" ], "xbrltype": "stateOrProvinceItemType" }, "dei_EntityCentralIndexKey": { "auth_ref": [ "r796" ], "lang": { "en-us": { "role": { "documentation": "A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.", "label": "Entity Central Index Key", "terseLabel": "Entity Central Index Key" } } }, "localname": "EntityCentralIndexKey", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage" ], "xbrltype": "centralIndexKeyItemType" }, "dei_EntityCommonStockSharesOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.", "label": "Entity Common Stock, Shares Outstanding", "terseLabel": "Entity Common Stock, Shares Outstanding" } } }, "localname": "EntityCommonStockSharesOutstanding", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage" ], "xbrltype": "sharesItemType" }, "dei_EntityCurrentReportingStatus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Current Reporting Status", "terseLabel": "Entity Current Reporting Status" } } }, "localname": "EntityCurrentReportingStatus", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_EntityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "All the names of the entities being reported upon in a document. Any legal structure used to conduct activities or to hold assets. Some examples of such structures are corporations, partnerships, limited liability companies, grantor trusts, and other trusts. This item does not include business and geographical segments which are included in the geographical or business segments domains.", "label": "Entity [Domain]", "terseLabel": "Entity [Domain]" } } }, "localname": "EntityDomain", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAHParenthetical", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAParenthetical", "http://www.unitedcontinentalholdings.com/role/CoverPage", "http://www.unitedcontinentalholdings.com/role/DebtContractualPrincipalPaymentsunderOutstandingLongTermDebtAgreementsDetails", "http://www.unitedcontinentalholdings.com/role/DebtNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/IncomeTaxesIncomeTaxProvisionBenefitDifferedfromAmountsComputedattheStatutoryFederalIncomeTaxRateandSignificantComponentsDetails", "http://www.unitedcontinentalholdings.com/role/IncomeTaxesNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/IncomeTaxesTemporaryDifferencesandCarryforwardsGivingRisetoDeferredTaxAssetsandLiabilitiesDetails", "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAllocationofPlanAssetsDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansParticipationintheIAMNationalPensionPlanDetails", "http://www.unitedcontinentalholdings.com/role/ScheduleIIValuationandQualifyingAccountsDetails", "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesReconciliationofCashCashEquivalentsandRestrictedCashDetails", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedComprehensiveIncomeLossUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUA" ], "xbrltype": "domainItemType" }, "dei_EntityEmergingGrowthCompany": { "auth_ref": [ "r796" ], "lang": { "en-us": { "role": { "documentation": "Indicate if registrant meets the emerging growth company criteria.", "label": "Entity Emerging Growth Company", "terseLabel": "Entity Emerging Growth Company" } } }, "localname": "EntityEmergingGrowthCompany", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_EntityFileNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.", "label": "Entity File Number", "terseLabel": "Entity File Number" } } }, "localname": "EntityFileNumber", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage" ], "xbrltype": "fileNumberItemType" }, "dei_EntityFilerCategory": { "auth_ref": [ "r796" ], "lang": { "en-us": { "role": { "documentation": "Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Filer Category", "terseLabel": "Entity Filer Category" } } }, "localname": "EntityFilerCategory", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage" ], "xbrltype": "filerCategoryItemType" }, "dei_EntityIncorporationStateCountryCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Two-character EDGAR code representing the state or country of incorporation.", "label": "Entity Incorporation, State or Country Code", "terseLabel": "Entity Incorporation, State or Country Code" } } }, "localname": "EntityIncorporationStateCountryCode", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage" ], "xbrltype": "edgarStateCountryItemType" }, "dei_EntityInteractiveDataCurrent": { "auth_ref": [ "r803" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).", "label": "Entity Interactive Data Current", "terseLabel": "Entity Interactive Data Current" } } }, "localname": "EntityInteractiveDataCurrent", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_EntityNumberOfEmployees": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of persons employed by the Entity", "label": "Entity Number of Employees", "terseLabel": "Number of employees" } } }, "localname": "EntityNumberOfEmployees", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails" ], "xbrltype": "decimalItemType" }, "dei_EntityPublicFloat": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.", "label": "Entity Public Float", "terseLabel": "Entity Public Float" } } }, "localname": "EntityPublicFloat", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage" ], "xbrltype": "monetaryItemType" }, "dei_EntityRegistrantName": { "auth_ref": [ "r796" ], "lang": { "en-us": { "role": { "documentation": "The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.", "label": "Entity Registrant Name", "terseLabel": "Entity Registrant Name" } } }, "localname": "EntityRegistrantName", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityShellCompany": { "auth_ref": [ "r796" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.", "label": "Entity Shell Company", "terseLabel": "Entity Shell Company" } } }, "localname": "EntityShellCompany", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_EntitySmallBusiness": { "auth_ref": [ "r796" ], "lang": { "en-us": { "role": { "documentation": "Indicates that the company is a Smaller Reporting Company (SRC).", "label": "Entity Small Business", "terseLabel": "Entity Small Business" } } }, "localname": "EntitySmallBusiness", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_EntityTaxIdentificationNumber": { "auth_ref": [ "r796" ], "lang": { "en-us": { "role": { "documentation": "The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.", "label": "Entity Tax Identification Number", "terseLabel": "Entity Tax Identification Number" } } }, "localname": "EntityTaxIdentificationNumber", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage" ], "xbrltype": "employerIdItemType" }, "dei_EntityVoluntaryFilers": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.", "label": "Entity Voluntary Filers", "terseLabel": "Entity Voluntary Filers" } } }, "localname": "EntityVoluntaryFilers", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_EntityWellKnownSeasonedIssuer": { "auth_ref": [ "r804" ], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A.", "label": "Entity Well-known Seasoned Issuer", "terseLabel": "Entity Well-known Seasoned Issuer" } } }, "localname": "EntityWellKnownSeasonedIssuer", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_IcfrAuditorAttestationFlag": { "auth_ref": [ "r799", "r800", "r801" ], "lang": { "en-us": { "role": { "label": "ICFR Auditor Attestation Flag", "terseLabel": "ICFR Auditor Attestation Flag" } } }, "localname": "IcfrAuditorAttestationFlag", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_LegalEntityAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The set of legal entities associated with a report.", "label": "Legal Entity [Axis]", "terseLabel": "Legal Entity [Axis]" } } }, "localname": "LegalEntityAxis", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAHParenthetical", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAParenthetical", "http://www.unitedcontinentalholdings.com/role/CoverPage", "http://www.unitedcontinentalholdings.com/role/DebtContractualPrincipalPaymentsunderOutstandingLongTermDebtAgreementsDetails", "http://www.unitedcontinentalholdings.com/role/DebtNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/IncomeTaxesIncomeTaxProvisionBenefitDifferedfromAmountsComputedattheStatutoryFederalIncomeTaxRateandSignificantComponentsDetails", "http://www.unitedcontinentalholdings.com/role/IncomeTaxesNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/IncomeTaxesTemporaryDifferencesandCarryforwardsGivingRisetoDeferredTaxAssetsandLiabilitiesDetails", "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAllocationofPlanAssetsDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansParticipationintheIAMNationalPensionPlanDetails", "http://www.unitedcontinentalholdings.com/role/ScheduleIIValuationandQualifyingAccountsDetails", "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesReconciliationofCashCashEquivalentsandRestrictedCashDetails", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedComprehensiveIncomeLossUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUA" ], "xbrltype": "stringItemType" }, "dei_LocalPhoneNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Local phone number for entity.", "label": "Local Phone Number", "terseLabel": "Local Phone Number" } } }, "localname": "LocalPhoneNumber", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_Security12bTitle": { "auth_ref": [ "r795" ], "lang": { "en-us": { "role": { "documentation": "Title of a 12(b) registered security.", "label": "Title of 12(b) Security", "terseLabel": "Title of 12(b) Security" } } }, "localname": "Security12bTitle", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage" ], "xbrltype": "securityTitleItemType" }, "dei_SecurityExchangeName": { "auth_ref": [ "r798" ], "lang": { "en-us": { "role": { "documentation": "Name of the Exchange on which a security is registered.", "label": "Security Exchange Name", "terseLabel": "Security Exchange Name" } } }, "localname": "SecurityExchangeName", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage" ], "xbrltype": "edgarExchangeCodeItemType" }, "dei_TradingSymbol": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Trading symbol of an instrument as listed on an exchange.", "label": "Trading Symbol", "terseLabel": "Trading Symbol" } } }, "localname": "TradingSymbol", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage" ], "xbrltype": "tradingSymbolItemType" }, "srt_AircraftTypeAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of aircraft.", "label": "Aircraft Type [Axis]", "terseLabel": "Aircraft Type [Axis]" } } }, "localname": "AircraftTypeAxis", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesFirmCommitmentsandOptionstoPurchaseAircraftDetails", "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "stringItemType" }, "srt_AircraftTypeMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Vehicle designed for flight.", "label": "Aircraft [Domain]", "terseLabel": "Aircraft [Domain]" } } }, "localname": "AircraftTypeMember", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesFirmCommitmentsandOptionstoPurchaseAircraftDetails", "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_B737MaxMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "B-737-Max aircraft type.", "label": "B-737-Max [Member]", "terseLabel": "B-737-Max" } } }, "localname": "B737MaxMember", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_B757200Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "B-757-200 aircraft type.", "label": "B-757-200 [Member]", "terseLabel": "Boeing 757-200" } } }, "localname": "B757200Member", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_CRJ900Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "CRJ-900 aircraft type.", "label": "CRJ-900 [Member]", "terseLabel": "CRJ-900" } } }, "localname": "CRJ900Member", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_ContractualObligationFiscalYearMaturityScheduleTableTextBlock": { "auth_ref": [ "r972" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of contractual obligation by timing of payment due. Includes, but is not limited to, long-term debt obligation, lease obligation, and purchase obligation.", "label": "Contractual Obligation, Fiscal Year Maturity [Table Text Block]", "terseLabel": "Contractual Obligation, Fiscal Year Maturity" } } }, "localname": "ContractualObligationFiscalYearMaturityScheduleTableTextBlock", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsTables" ], "xbrltype": "textBlockItemType" }, "srt_CumulativeEffectPeriodOfAdoptionAdjustmentMember": { "auth_ref": [ "r200", "r258", "r264", "r270", "r327", "r558", "r559", "r560", "r579", "r580", "r602", "r605", "r607", "r608", "r667" ], "lang": { "en-us": { "role": { "documentation": "Increase (decrease) to financial statements for cumulative-effect adjustment in period of adoption of amendment to accounting standards.", "label": "Cumulative Effect, Period of Adoption, Adjustment [Member]", "terseLabel": "Adoption of New Accounting Standard" } } }, "localname": "CumulativeEffectPeriodOfAdoptionAdjustmentMember", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUAH" ], "xbrltype": "domainItemType" }, "srt_CumulativeEffectPeriodOfAdoptionAxis": { "auth_ref": [ "r200", "r258", "r264", "r270", "r327", "r558", "r559", "r560", "r579", "r580", "r602", "r605", "r607", "r608", "r667" ], "lang": { "en-us": { "role": { "documentation": "Information by cumulative-effect adjustment to financial statements in period of adoption of amendment to accounting standards.", "label": "Cumulative Effect, Period of Adoption [Axis]", "terseLabel": "Cumulative Effect, Period of Adoption [Axis]" } } }, "localname": "CumulativeEffectPeriodOfAdoptionAxis", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUAH" ], "xbrltype": "stringItemType" }, "srt_CumulativeEffectPeriodOfAdoptionDomain": { "auth_ref": [ "r200", "r258", "r264", "r270", "r327", "r558", "r559", "r560", "r579", "r580", "r602", "r605", "r607", "r608", "r667" ], "lang": { "en-us": { "role": { "documentation": "Cumulative-effect adjustment to financial statements in period of adoption of amendment to accounting standards.", "label": "Cumulative Effect, Period of Adoption [Domain]", "terseLabel": "Cumulative Effect, Period of Adoption [Domain]" } } }, "localname": "CumulativeEffectPeriodOfAdoptionDomain", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUAH" ], "xbrltype": "domainItemType" }, "srt_EquityMethodInvesteeNameDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of investment including named security. Excludes entity that is consolidated.", "label": "Investment, Name [Domain]", "terseLabel": "Investment, Name [Domain]" } } }, "localname": "EquityMethodInvesteeNameDomain", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_MaximumMember": { "auth_ref": [ "r360", "r361", "r362", "r363", "r508", "r704", "r719", "r751", "r752", "r771", "r789", "r794", "r868", "r954", "r955", "r956", "r957", "r958", "r959" ], "lang": { "en-us": { "role": { "documentation": "Upper limit of the provided range.", "label": "Maximum [Member]", "terseLabel": "Maximum" } } }, "localname": "MaximumMember", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/DebtNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails", "http://www.unitedcontinentalholdings.com/role/IncomeTaxesNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAllocationofPlanAssetsDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesEstimatedUsefulLivesofPropertyandEquipmentDetails", "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_MinimumMember": { "auth_ref": [ "r360", "r361", "r362", "r363", "r508", "r704", "r719", "r751", "r752", "r771", "r789", "r794", "r868", "r954", "r955", "r956", "r957", "r958", "r959" ], "lang": { "en-us": { "role": { "documentation": "Lower limit of the provided range.", "label": "Minimum [Member]", "terseLabel": "Minimum" } } }, "localname": "MinimumMember", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/DebtNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails", "http://www.unitedcontinentalholdings.com/role/IncomeTaxesNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAllocationofPlanAssetsDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesEstimatedUsefulLivesofPropertyandEquipmentDetails", "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_ProductOrServiceAxis": { "auth_ref": [ "r312", "r705", "r772", "r793", "r863", "r864", "r871", "r962" ], "lang": { "en-us": { "role": { "documentation": "Information by product and service, or group of similar products and similar services.", "label": "Product and Service [Axis]", "terseLabel": "Product and Service [Axis]" } } }, "localname": "ProductOrServiceAxis", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesRollForwardofFrequentFlierDeferredRevenueDetails", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH" ], "xbrltype": "stringItemType" }, "srt_ProductsAndServicesDomain": { "auth_ref": [ "r312", "r705", "r772", "r793", "r863", "r864", "r871", "r962" ], "lang": { "en-us": { "role": { "documentation": "Product or service, or a group of similar products or similar services.", "label": "Product and Service [Domain]", "terseLabel": "Product and Service [Domain]" } } }, "localname": "ProductsAndServicesDomain", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesRollForwardofFrequentFlierDeferredRevenueDetails", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH" ], "xbrltype": "domainItemType" }, "srt_RangeAxis": { "auth_ref": [ "r360", "r361", "r362", "r363", "r452", "r508", "r548", "r549", "r550", "r677", "r704", "r719", "r751", "r752", "r771", "r789", "r794", "r859", "r868", "r955", "r956", "r957", "r958", "r959" ], "lang": { "en-us": { "role": { "documentation": "Information by statistical measurement. Includes, but is not limited to, minimum, maximum, weighted average, arithmetic average, and median.", "label": "Statistical Measurement [Axis]", "terseLabel": "Statistical Measurement [Axis]" } } }, "localname": "RangeAxis", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/DebtNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails", "http://www.unitedcontinentalholdings.com/role/IncomeTaxesNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAllocationofPlanAssetsDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesEstimatedUsefulLivesofPropertyandEquipmentDetails", "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "stringItemType" }, "srt_RangeMember": { "auth_ref": [ "r360", "r361", "r362", "r363", "r452", "r508", "r548", "r549", "r550", "r677", "r704", "r719", "r751", "r752", "r771", "r789", "r794", "r859", "r868", "r955", "r956", "r957", "r958", "r959" ], "lang": { "en-us": { "role": { "documentation": "Statistical measurement. Includes, but is not limited to, minimum, maximum, weighted average, arithmetic average, and median.", "label": "Statistical Measurement [Domain]", "terseLabel": "Statistical Measurement [Domain]" } } }, "localname": "RangeMember", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/DebtNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails", "http://www.unitedcontinentalholdings.com/role/IncomeTaxesNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAllocationofPlanAssetsDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesEstimatedUsefulLivesofPropertyandEquipmentDetails", "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_ScenarioForecastMember": { "auth_ref": [ "r513", "r840", "r973" ], "lang": { "en-us": { "role": { "documentation": "Information reported for future period. Excludes information expected to be reported in future period for effect on historical fact.", "label": "Forecast [Member]", "terseLabel": "Forecast" } } }, "localname": "ScenarioForecastMember", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansComponentsofNetPeriodicBenefitCostDetails" ], "xbrltype": "domainItemType" }, "srt_ScenarioUnspecifiedDomain": { "auth_ref": [ "r270", "r513", "r806", "r840" ], "lang": { "en-us": { "role": { "documentation": "Scenario reported, distinguishing information from actual fact. Includes, but is not limited to, pro forma and forecast. Excludes actual facts.", "label": "Scenario [Domain]", "terseLabel": "Scenario [Domain]" } } }, "localname": "ScenarioUnspecifiedDomain", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansComponentsofNetPeriodicBenefitCostDetails" ], "xbrltype": "domainItemType" }, "srt_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis": { "auth_ref": [ "r322" ], "lang": { "en-us": { "role": { "documentation": "Information by name of investment including named security. Excludes entity that is consolidated.", "label": "Investment, Name [Axis]", "terseLabel": "Investment, Name [Axis]" } } }, "localname": "ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableNarrativeDetails" ], "xbrltype": "stringItemType" }, "srt_ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock": { "auth_ref": [ "r254", "r757" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for valuation and qualifying accounts and reserves.", "label": "SEC Schedule, 12-09, Schedule of Valuation and Qualifying Accounts Disclosure [Text Block]", "terseLabel": "Schedule II - Valuation and Qualifying Accounts" } } }, "localname": "ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ScheduleIIValuationandQualifyingAccounts" ], "xbrltype": "textBlockItemType" }, "srt_StatementScenarioAxis": { "auth_ref": [ "r270", "r513", "r806", "r807", "r840" ], "lang": { "en-us": { "role": { "documentation": "Information by scenario reported, distinguishing information from actual fact. Includes, but is not limited to, pro forma and forecast. Excludes actual facts.", "label": "Scenario [Axis]", "terseLabel": "Scenario [Axis]" } } }, "localname": "StatementScenarioAxis", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansComponentsofNetPeriodicBenefitCostDetails" ], "xbrltype": "stringItemType" }, "srt_ValuationAndQualifyingAccountsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]", "terseLabel": "SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]" } } }, "localname": "ValuationAndQualifyingAccountsAbstract", "nsuri": "http://fasb.org/srt/2022", "xbrltype": "stringItemType" }, "srt_ValuationAndQualifyingAccountsDisclosureLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]", "terseLabel": "SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]" } } }, "localname": "ValuationAndQualifyingAccountsDisclosureLineItems", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "stringItemType" }, "srt_ValuationAndQualifyingAccountsDisclosureTable": { "auth_ref": [ "r247", "r248", "r249", "r252", "r253", "r757" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of valuation and qualifying accounts and reserves.", "label": "SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Table]", "terseLabel": "SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Table]" } } }, "localname": "ValuationAndQualifyingAccountsDisclosureTable", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "stringItemType" }, "ual_A2021ATMOfferingMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "2021 ATM Offering", "label": "2021 ATM Offering [Member]", "terseLabel": "2021 ATM Offering" } } }, "localname": "A2021ATMOfferingMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommonStockholdersEquityandPreferredSecuritiesNarrativeDetails" ], "xbrltype": "domainItemType" }, "ual_A650SeniorSecuredNotesDue2027MileagePlusSeniorSecuredNotesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "6.50% Senior Secured Notes Due 2027 (Mileage Plus Senior Secured Notes)", "label": "6.50% Senior Secured Notes Due 2027 (Mileage Plus Senior Secured Notes) [Member]", "terseLabel": "MileagePlus Senior Secured Notes" } } }, "localname": "A650SeniorSecuredNotesDue2027MileagePlusSeniorSecuredNotesMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "ual_A737MaxMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "737 Max", "label": "737 Max [Member]", "terseLabel": "737 MAX" } } }, "localname": "A737MaxMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesFirmCommitmentsandOptionstoPurchaseAircraftDetails" ], "xbrltype": "domainItemType" }, "ual_A787Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "787", "label": "787 [Member]", "terseLabel": "787" } } }, "localname": "A787Member", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesFirmCommitmentsandOptionstoPurchaseAircraftDetails" ], "xbrltype": "domainItemType" }, "ual_AdditionalInterestRequiredIfMinimumRatioIsNotMetPercent": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Additional Interest Required if Minimum Ratio is Not Met, Percent", "label": "Additional Interest Required if Minimum Ratio is Not Met, Percent", "terseLabel": "Additional interest required if minimum ratio is not met, percent" } } }, "localname": "AdditionalInterestRequiredIfMinimumRatioIsNotMetPercent", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtSummaryofCollateralCovenantsandCrossDefaultProvisionsDetails" ], "xbrltype": "percentItemType" }, "ual_AdvanceTicketSalesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Advance Ticket Sales [Member]", "label": "Advance Ticket Sales [Member]", "terseLabel": "Advance Ticket Sales" } } }, "localname": "AdvanceTicketSalesMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "ual_AirbusA319Boeing737700Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Airbus A319 & Boeing 737-700", "label": "Airbus A319 & Boeing 737-700 [Member]", "terseLabel": "Airbus A319 & Boeing 737-700" } } }, "localname": "AirbusA319Boeing737700Member", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "domainItemType" }, "ual_AirbusA319sMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Airbus A319s [Member]", "label": "Airbus A319s [Member]", "terseLabel": "Airbus A319" } } }, "localname": "AirbusA319sMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "domainItemType" }, "ual_AirbusA321XLRMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Airbus A321XLR [Member]", "label": "Airbus A321XLR [Member]", "terseLabel": "A321XLR" } } }, "localname": "AirbusA321XLRMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesFirmCommitmentsandOptionstoPurchaseAircraftDetails" ], "xbrltype": "domainItemType" }, "ual_AirbusA321neoMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Airbus A321neo", "label": "Airbus A321neo [Member]", "terseLabel": "A321neo" } } }, "localname": "AirbusA321neoMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesFirmCommitmentsandOptionstoPurchaseAircraftDetails", "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "ual_AirbusA350Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Airbus A350 [Member]", "label": "Airbus A350 [Member]", "terseLabel": "A350" } } }, "localname": "AirbusA350Member", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesFirmCommitmentsandOptionstoPurchaseAircraftDetails" ], "xbrltype": "domainItemType" }, "ual_AircraftAndRelatedRotablePartsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Aircraft And Related Rotable Parts [Member]", "label": "Aircraft And Related Rotable Parts [Member]", "terseLabel": "Aircraft, spare engines and related rotable parts" } } }, "localname": "AircraftAndRelatedRotablePartsMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesEstimatedUsefulLivesofPropertyandEquipmentDetails" ], "xbrltype": "domainItemType" }, "ual_AircraftFuelSparePartsAndSuppliesPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Aircraft Fuel Spare Parts And Supplies", "label": "Aircraft Fuel Spare Parts And Supplies [Policy Text Block]", "terseLabel": "Aircraft Fuel, Spare Parts and Supplies" } } }, "localname": "AircraftFuelSparePartsAndSuppliesPolicyTextBlock", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "ual_AircraftMortgageDebtMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Aircraft Mortgage Debt [Member]", "label": "Aircraft Mortgage Debt [Member]", "terseLabel": "Aircraft Mortgage Debt" } } }, "localname": "AircraftMortgageDebtMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "ual_AircraftSeatsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Aircraft Seats [Member]", "label": "Aircraft Seats [Member]", "terseLabel": "Aircraft seats" } } }, "localname": "AircraftSeatsMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesEstimatedUsefulLivesofPropertyandEquipmentDetails" ], "xbrltype": "domainItemType" }, "ual_AirportSlotsAndGatesIndefiniteLivedMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Airport Slots And Gates [Member]", "label": "Airport Slots And Gates Indefinite Lived [Member]", "verboseLabel": "Airport slots" } } }, "localname": "AirportSlotsAndGatesIndefiniteLivedMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesInformationaboutGoodwillandOtherIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "ual_AlliancesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Alliances [Member]", "label": "Alliances [Member]", "verboseLabel": "Alliances" } } }, "localname": "AlliancesMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesInformationaboutGoodwillandOtherIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "ual_AlternativeMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Alternative [Member]", "label": "Alternative [Member]", "terseLabel": "Alternatives", "verboseLabel": "Alternatives" } } }, "localname": "AlternativeMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAllocationofPlanAssetsDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansPensionandOtherPostretirementPlanAssetsDetails" ], "xbrltype": "domainItemType" }, "ual_AuditInformationAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Audit Information", "label": "Audit Information [Abstract]" } } }, "localname": "AuditInformationAbstract", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "xbrltype": "stringItemType" }, "ual_BargainingOnSuccessorAgreementTerm": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Bargaining on Successor Agreement, Term", "label": "Bargaining on Successor Agreement, Term", "terseLabel": "Bargaining on successor agreement, term" } } }, "localname": "BargainingOnSuccessorAgreementTerm", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails" ], "xbrltype": "durationItemType" }, "ual_Boeing737700Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Boeing 737-700 [Member]", "label": "Boeing 737-700 [Member]", "terseLabel": "Boeing 737-700" } } }, "localname": "Boeing737700Member", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "domainItemType" }, "ual_Boeing787Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Boeing 787.", "label": "Boeing 787 [Member]", "verboseLabel": "Boeing 737 Max" } } }, "localname": "Boeing787Member", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsNarrativeDetails" ], "xbrltype": "domainItemType" }, "ual_CARESActWarrantsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "CARES Act Warrants", "label": "CARES Act Warrants [Member]", "verboseLabel": "CARES Act Warrants" } } }, "localname": "CARESActWarrantsMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommonStockholdersEquityandPreferredSecuritiesSummaryofWarrantsOutstandingDetails" ], "xbrltype": "domainItemType" }, "ual_CapacityPurchaseAgreementsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Capacity Purchase Agreements", "label": "Capacity Purchase Agreements [Member]", "terseLabel": "Capacity Purchase Agreements" } } }, "localname": "CapacityPurchaseAgreementsMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsFutureLeasePaymentunderTermsofCapacityPurchaseAgreementDetails", "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsNarrativeDetails" ], "xbrltype": "domainItemType" }, "ual_CapitalContributionsToParent": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Capital Contributions To Parent", "label": "Capital Contributions To Parent", "negatedLabel": "Dividend to UAL" } } }, "localname": "CapitalContributionsToParent", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUA" ], "xbrltype": "monetaryItemType" }, "ual_CapitalLossCarryforwardsValuationAllowance": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Capital Loss Carryforwards, Valuation Allowance", "label": "Capital Loss Carryforwards, Valuation Allowance", "terseLabel": "Capital loss carryforwards, valuation allowance" } } }, "localname": "CapitalLossCarryforwardsValuationAllowance", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ual_CashFlowLeasesLesseeAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Cash Flow, Leases, Lessee [Abstract]", "label": "Cash Flow, Leases, Lessee [Abstract]", "terseLabel": "Cash paid for amounts included in the measurement of lease liabilities:" } } }, "localname": "CashFlowLeasesLesseeAbstract", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSupplementalCashFlowInformationRelatedtoLeasesDetails" ], "xbrltype": "stringItemType" }, "ual_CashPaidRefundedDuringPeriodForAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Cash Paid Refunded During Period For [Abstract]", "label": "Cash Paid Refunded During Period For [Abstract]", "terseLabel": "Cash Paid (Refunded) During the Period for:" } } }, "localname": "CashPaidRefundedDuringPeriodForAbstract", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH" ], "xbrltype": "stringItemType" }, "ual_ChamplainEnterprisesLLCMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Champlain Enterprises LLC [Member]", "label": "Champlain Enterprises LLC [Member]", "terseLabel": "Champlain" } } }, "localname": "ChamplainEnterprisesLLCMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableNarrativeDetails" ], "xbrltype": "domainItemType" }, "ual_ChaseAndOtherPartnerAgreementsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Chase And Other Partner Agreements [Member]", "label": "Chase And Other Partner Agreements [Member]", "terseLabel": "Chase and Other Partner Agreements" } } }, "localname": "ChaseAndOtherPartnerAgreementsMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "ual_CommitmentsAndContingenciesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Commitments And Contingencies [Line Items]", "label": "Commitments and Contingencies [Line Items]", "terseLabel": "Commitments and Contingencies [Line Items]" } } }, "localname": "CommitmentsAndContingenciesLineItems", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails" ], "xbrltype": "stringItemType" }, "ual_CommitmentsAndContingenciesTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Commitments And Contingencies [Table]", "label": "Commitments and Contingencies [Table]", "terseLabel": "Commitments and Contingencies [Table]" } } }, "localname": "CommitmentsAndContingenciesTable", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails" ], "xbrltype": "stringItemType" }, "ual_ContractWithCustomerLiabilityCurrentAdvanceTicketSales": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 3.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Contract With Customer, Liability, Current, Advance Ticket Sales", "label": "Contract With Customer, Liability, Current, Advance Ticket Sales", "terseLabel": "Advance ticket sales" } } }, "localname": "ContractWithCustomerLiabilityCurrentAdvanceTicketSales", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "monetaryItemType" }, "ual_ContractWithCustomerLiabilityCurrentFrequentFlyer": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 4.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Contract With Customer, Liability, Current, Frequent Flyer", "label": "Contract With Customer, Liability, Current, Frequent Flyer", "terseLabel": "Frequent flyer deferred revenue" } } }, "localname": "ContractWithCustomerLiabilityCurrentFrequentFlyer", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "monetaryItemType" }, "ual_ContractWithCustomerLiabilityNoncurrentFrequentFlyer": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 1.0, "parentTag": "ual_OtherLiabilitiesAndDeferredCreditsNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Contract With Customer, Liability, Noncurrent, Frequent Flyer", "label": "Contract With Customer, Liability, Noncurrent, Frequent Flyer", "terseLabel": "Frequent flyer deferred revenue" } } }, "localname": "ContractWithCustomerLiabilityNoncurrentFrequentFlyer", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "monetaryItemType" }, "ual_ContractsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Contracts [Member]", "label": "Contracts [Member]", "terseLabel": "Contracts" } } }, "localname": "ContractsMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesInformationaboutGoodwillandOtherIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "ual_ContractualObligationImputedInterest": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsFutureLeasePaymentunderTermsofCapacityPurchaseAgreementDetails": { "order": 1.0, "parentTag": "us-gaap_ContractualObligation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Contractual Obligation, Imputed Interest", "label": "Contractual Obligation, Imputed Interest", "negatedTerseLabel": "Imputed interest" } } }, "localname": "ContractualObligationImputedInterest", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsFutureLeasePaymentunderTermsofCapacityPurchaseAgreementDetails" ], "xbrltype": "monetaryItemType" }, "ual_CreditAgreementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Credit Agreement [Member]", "label": "Credit Agreement [Member]", "terseLabel": "Credit Agreement" } } }, "localname": "CreditAgreementMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtSummaryofCollateralCovenantsandCrossDefaultProvisionsDetails" ], "xbrltype": "domainItemType" }, "ual_DebtCovenantRequiredLiquidity": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Debt Covenant, Required Liquidity", "label": "Debt Covenant, Required Liquidity", "terseLabel": "Unrestricted liquidity required for credit agreement" } } }, "localname": "DebtCovenantRequiredLiquidity", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtSummaryofCollateralCovenantsandCrossDefaultProvisionsDetails" ], "xbrltype": "monetaryItemType" }, "ual_DebtExtinguishmentAndModificationFeesNonOperating": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsComponentsofSpecialChargesDetails": { "order": 2.0, "parentTag": "ual_SpecialChargesAndLossesOnFinancialInstrumentsNonOperatingBeforeTax", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Debt Extinguishment and Modification Fees, Non-Operating", "label": "Debt Extinguishment and Modification Fees, Non-Operating", "negatedTerseLabel": "Nonoperating debt extinguishment and modification fees" } } }, "localname": "DebtExtinguishmentAndModificationFeesNonOperating", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsComponentsofSpecialChargesDetails" ], "xbrltype": "monetaryItemType" }, "ual_DebtInstrumentRemainingTerms": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Years remaining on debt instruments.", "label": "Debt Instrument Remaining Terms", "terseLabel": "Debt instrument, remaining terms" } } }, "localname": "DebtInstrumentRemainingTerms", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails" ], "xbrltype": "durationItemType" }, "ual_DeferredIncomeTaxAssetsAndLiabilitiesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Deferred Income Tax Assets And Liabilities [Line Items]", "label": "Deferred Income Tax Assets And Liabilities [Line Items]", "terseLabel": "Deferred Income Tax Assets And Liabilities [Line Items]" } } }, "localname": "DeferredIncomeTaxAssetsAndLiabilitiesLineItems", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesTemporaryDifferencesandCarryforwardsGivingRisetoDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "ual_DeferredIncomeTaxAssetsAndLiabilitiesTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Deferred Income Tax Assets And Liabilities [Table]", "label": "Deferred Income Tax Assets And Liabilities [Table]", "terseLabel": "Deferred Income Tax Assets And Liabilities [Table]" } } }, "localname": "DeferredIncomeTaxAssetsAndLiabilitiesTable", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesTemporaryDifferencesandCarryforwardsGivingRisetoDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "ual_DeferredTaxAssetLeasingArrangements": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/IncomeTaxesTemporaryDifferencesandCarryforwardsGivingRisetoDeferredTaxAssetsandLiabilitiesDetails": { "order": 8.0, "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Deferred Tax Asset, Leasing Arrangements", "label": "Deferred Tax Asset, Leasing Arrangements", "terseLabel": "Operating lease liabilities" } } }, "localname": "DeferredTaxAssetLeasingArrangements", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesTemporaryDifferencesandCarryforwardsGivingRisetoDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "ual_DeferredTaxAssetPortionToBeUtilizedAgainstDeferredTaxLiabilities": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Deferred Tax Asset, Portion Utilized Against Deferred Tax Liabilities", "label": "Deferred Tax Asset, Portion To Be Utilized Against Deferred Tax Liabilities", "terseLabel": "Deferred tax asset, portion to be utilized against deferred tax liabilities" } } }, "localname": "DeferredTaxAssetPortionToBeUtilizedAgainstDeferredTaxLiabilities", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ual_DeferredTaxAssetPortionToBeUtilizedAgainstFutureTaxableIncome": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Deferred Tax Asset, Portion To Be Utilized Against Future Taxable Income", "label": "Deferred Tax Asset, Portion To Be Utilized Against Future Taxable Income", "terseLabel": "Deferred tax asset, portion to be utilized against future taxable income" } } }, "localname": "DeferredTaxAssetPortionToBeUtilizedAgainstFutureTaxableIncome", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ual_DeferredTaxAssetsOtherFinancingLiability": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/IncomeTaxesTemporaryDifferencesandCarryforwardsGivingRisetoDeferredTaxAssetsandLiabilitiesDetails": { "order": 7.0, "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Deferred Tax Assets, Other Financing Liability", "label": "Deferred Tax Assets, Other Financing Liability", "terseLabel": "Other financing liabilities" } } }, "localname": "DeferredTaxAssetsOtherFinancingLiability", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesTemporaryDifferencesandCarryforwardsGivingRisetoDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "ual_DefinedBenefitPlanEffectOf100BasisPointDecreaseInDiscountRateOnBenefitObligation": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Defined Benefit Plan, Effect Of 100 Basis Point Decrease In Discount Rate On Benefit Obligation", "label": "Defined Benefit Plan, Effect Of 100 Basis Point Decrease In Discount Rate On Benefit Obligation", "terseLabel": "100 basis points decrease in the weighted average discount rate" } } }, "localname": "DefinedBenefitPlanEffectOf100BasisPointDecreaseInDiscountRateOnBenefitObligation", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansChangeinAssumptionofBenefitObligationDetails" ], "xbrltype": "monetaryItemType" }, "ual_DefinedBenefitPlanEffectOf100BasisPointDecreaseInDiscountRateOnNetPeriodicBenefitCost": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Defined Benefit Plan, Effect Of 100 Basis Point Decrease In Discount Rate On Net Periodic Benefit Cost", "label": "Defined Benefit Plan, Effect Of 100 Basis Point Decrease In Discount Rate On Net Periodic Benefit Cost", "terseLabel": "100 basis points decrease in the weighted average discount rate" } } }, "localname": "DefinedBenefitPlanEffectOf100BasisPointDecreaseInDiscountRateOnNetPeriodicBenefitCost", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansChangeinAssumptionofBenefitObligationDetails" ], "xbrltype": "monetaryItemType" }, "ual_DefinedBenefitPlanEffectOf100BasisPointDecreaseInExpectedLongTermReturnOnPlanAssetsOnNetPeriodicBenefitCost": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Defined Benefit Plan, Effect Of 100 Basis Point Decrease In Expected Long-Term Return on Plan Assets On Net Periodic Benefit Cost", "label": "Defined Benefit Plan, Effect Of 100 Basis Point Decrease In Expected Long-Term Return on Plan Assets On Net Periodic Benefit Cost", "terseLabel": "100 basis points decrease in the expected long-term rate of return on plan assets" } } }, "localname": "DefinedBenefitPlanEffectOf100BasisPointDecreaseInExpectedLongTermReturnOnPlanAssetsOnNetPeriodicBenefitCost", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansChangeinAssumptionofBenefitObligationDetails" ], "xbrltype": "monetaryItemType" }, "ual_DefinedBenefitPlanNetPeriodicBenefitCostCreditGainLossDueToSettlementRestructuring": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansComponentsofNetPeriodicBenefitCostDetails": { "order": 6.0, "parentTag": "us-gaap_DefinedBenefitPlanNetPeriodicBenefitCost", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due To Settlement, Restructuring", "label": "Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due To Settlement, Restructuring", "negatedTerseLabel": "Settlement loss - Voluntary Programs" } } }, "localname": "DefinedBenefitPlanNetPeriodicBenefitCostCreditGainLossDueToSettlementRestructuring", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansComponentsofNetPeriodicBenefitCostDetails" ], "xbrltype": "monetaryItemType" }, "ual_DefinedBenefitPlanNetPeriodicBenefitCostCreditGainLossDueToSettlementRestructuringAndSpecialAndContractualTerminationBenefits": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsComponentsofSpecialChargesDetails": { "order": 3.0, "parentTag": "ual_SpecialChargesAndLossesOnFinancialInstrumentsNonOperatingBeforeTax", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due To Settlement, Restructuring And Special And Contractual Termination Benefits", "label": "Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due To Settlement, Restructuring And Special And Contractual Termination Benefits", "negatedLabel": "Settlement losses related to defined benefit pension plans", "negatedTerseLabel": "Nonoperating special termination benefits and settlement losses" } } }, "localname": "DefinedBenefitPlanNetPeriodicBenefitCostCreditGainLossDueToSettlementRestructuringAndSpecialAndContractualTerminationBenefits", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsComponentsofSpecialChargesDetails", "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ual_DefinedBenefitPlanNetPeriodicBenefitCostCreditGainLossDueToSpecialAndContractualTerminationBenefits": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansComponentsofNetPeriodicBenefitCostDetails": { "order": 7.0, "parentTag": "us-gaap_DefinedBenefitPlanNetPeriodicBenefitCost", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due To Special And Contractual Termination Benefits", "label": "Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due To Special And Contractual Termination Benefits", "negatedTerseLabel": "Special termination benefits - Voluntary Programs", "terseLabel": "Special termination benefits" } } }, "localname": "DefinedBenefitPlanNetPeriodicBenefitCostCreditGainLossDueToSpecialAndContractualTerminationBenefits", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansComponentsofNetPeriodicBenefitCostDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ual_DefinedBenefitPlanOtherChangesPlanAssets": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Defined benefit plan other changes plan assets", "label": "Defined Benefit Plan Other Changes Plan Assets", "terseLabel": "Other" } } }, "localname": "DefinedBenefitPlanOtherChangesPlanAssets", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails" ], "xbrltype": "monetaryItemType" }, "ual_DefinedBenefitPlanProfitSharingAndPayrollTaxExpense": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Defined Benefit Plan Profit Sharing And Payroll Tax Expense", "label": "Defined Benefit Plan Profit Sharing And Payroll Tax Expense", "terseLabel": "Profit sharing and payroll tax expense" } } }, "localname": "DefinedBenefitPlanProfitSharingAndPayrollTaxExpense", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ual_DefinedBenefitPlansAndDefinedContributionPlansDisclosuresLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Defined Benefit Plans And Defined Contribution Plans Disclosures", "label": "Defined Benefit Plans And Defined Contribution Plans Disclosures [Line Items]", "terseLabel": "Defined Benefit Plans And Defined Contribution Plans Disclosures [Line Items]" } } }, "localname": "DefinedBenefitPlansAndDefinedContributionPlansDisclosuresLineItems", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansNarrativeDetails" ], "xbrltype": "stringItemType" }, "ual_DepositAdministrationFundMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Deposit Administration Fund [Member]", "label": "Deposit Administration Fund [Member]", "verboseLabel": "Deposit administration fund" } } }, "localname": "DepositAdministrationFundMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansPensionandOtherPostretirementPlanAssetsDetails" ], "xbrltype": "domainItemType" }, "ual_DeterminationPeriodAverageClosingPrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The time period over which the stock closing prices are averaged to arrive at a per-share valuation for equity based awards such as Restricted Stock Units, Performance Share and other equity based awards.", "label": "Determination Period Average Closing Price", "terseLabel": "Number of days used to compute performance period average closing price of restricted stock units" } } }, "localname": "DeterminationPeriodAverageClosingPrice", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansNarrativeDetails" ], "xbrltype": "durationItemType" }, "ual_ElectronicTravelCertificatesExpirationPeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Electronic Travel Certificates, Expiration Period", "label": "Electronic Travel Certificates, Expiration Period", "terseLabel": "Expiration period for advance ticket sales" } } }, "localname": "ElectronicTravelCertificatesExpirationPeriod", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "durationItemType" }, "ual_EmbraerEMB145LRMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Embraer EMB 145LR", "label": "Embraer EMB 145LR [Member]", "terseLabel": "Embraer EMB 145LR" } } }, "localname": "EmbraerEMB145LRMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "domainItemType" }, "ual_EmployeeClassificationAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Employee Classification", "label": "Employee Classification [Axis]", "terseLabel": "Employee Classification [Axis]" } } }, "localname": "EmployeeClassificationAxis", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "stringItemType" }, "ual_EmployeeClassificationDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Employee Classification [Domain]", "label": "Employee Classification [Domain]", "terseLabel": "Employee Classification [Domain]" } } }, "localname": "EmployeeClassificationDomain", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "domainItemType" }, "ual_EquityInvestmentOwnershipPercentage": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Equity Investment, Ownership Percentage", "label": "Equity Investment, Ownership Percentage", "terseLabel": "Ownership stake" } } }, "localname": "EquityInvestmentOwnershipPercentage", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableNarrativeDetails" ], "xbrltype": "percentItemType" }, "ual_FairValueLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Fair Value [Line Items]", "label": "Fair Value [Line Items]", "terseLabel": "Fair Value [Line Items]" } } }, "localname": "FairValueLineItems", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableNarrativeDetails" ], "xbrltype": "stringItemType" }, "ual_FairValueTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Fair Value [Table]", "label": "Fair Value [Table]", "terseLabel": "Fair Value [Table]" } } }, "localname": "FairValueTable", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableNarrativeDetails" ], "xbrltype": "stringItemType" }, "ual_FloatingRateDebtMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Floating Rate Debt [Member]", "label": "Floating Rate Debt [Member]", "terseLabel": "Floating Rate Debt" } } }, "localname": "FloatingRateDebtMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "ual_FrequentFlyerDatabaseMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Frequent Flyer Database [Member]", "label": "Frequent Flyer Database [Member]", "terseLabel": "Frequent flyer database" } } }, "localname": "FrequentFlyerDatabaseMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesInformationaboutGoodwillandOtherIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "ual_FrequentFlyerMileageMilesAwardedInPeriod": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Frequent flyer mileage miles awarded in period.", "label": "Frequent Flyer Mileage Miles Awarded in Period", "terseLabel": "Total miles awarded" } } }, "localname": "FrequentFlyerMileageMilesAwardedInPeriod", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesRollForwardofFrequentFlierDeferredRevenueDetails" ], "xbrltype": "monetaryItemType" }, "ual_FrequentFlyerMileageProgramExpirationPeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Frequent flyer mileage program expiration period.", "label": "Frequent Flyer Mileage Program Expiration Period", "terseLabel": "Frequent flier program expiration period" } } }, "localname": "FrequentFlyerMileageProgramExpirationPeriod", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "durationItemType" }, "ual_FrequentFlyerProgramMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Frequent Flyer Program [Member]", "label": "Frequent Flyer Program [Member]", "terseLabel": "Frequent Flyer" } } }, "localname": "FrequentFlyerProgramMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesRollForwardofFrequentFlierDeferredRevenueDetails" ], "xbrltype": "domainItemType" }, "ual_FulcrumBioEnergyIncBoomAlderFuelsLLCHeartAerospaceIncorporatedAndZeroAviaIncMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Fulcrum BioEnergy, Inc., Boom, Alder Fuels LLC, Heart Aerospace Incorporated and ZeroAvia, Inc.", "label": "Fulcrum BioEnergy, Inc., Boom, Alder Fuels LLC, Heart Aerospace Incorporated and ZeroAvia, Inc. [Member]", "terseLabel": "Fulcrum BioEnergy, Inc., Boom, Alder Fuels LLC, Heart Aerospace Incorporated and ZeroAvia, Inc." } } }, "localname": "FulcrumBioEnergyIncBoomAlderFuelsLLCHeartAerospaceIncorporatedAndZeroAviaIncMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableNarrativeDetails" ], "xbrltype": "domainItemType" }, "ual_FullTimeEmployeesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Full-Time Employees", "label": "Full-Time Employees [Member]", "terseLabel": "Full-Time Employees" } } }, "localname": "FullTimeEmployeesMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "domainItemType" }, "ual_FutureLeasePaymentTermsForCapacityPurchaseAgreementTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Future Lease Payment Terms For Capacity Purchase Agreement", "label": "Future Lease Payment Terms For Capacity Purchase Agreement [Table Text Block]", "terseLabel": "Future Lease Payment Under Terms of Capacity Purchase Agreement" } } }, "localname": "FutureLeasePaymentTermsForCapacityPurchaseAgreementTableTextBlock", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsTables" ], "xbrltype": "textBlockItemType" }, "ual_GainLossOnFinancialInstrumentsNonOperating": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsComponentsofSpecialChargesDetails": { "order": 1.0, "parentTag": "ual_SpecialChargesAndLossesOnFinancialInstrumentsNonOperatingBeforeTax", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Gain (Loss) On Financial Instruments, Non-Operating", "label": "Gain (Loss) On Financial Instruments, Non-Operating", "negatedTerseLabel": "Nonoperating unrealized (gains) losses on investments, net" } } }, "localname": "GainLossOnFinancialInstrumentsNonOperating", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsComponentsofSpecialChargesDetails", "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ual_GainLossOnNetCharges": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Gain (Loss) On Net Charges", "label": "Gain (Loss) On Net Charges", "terseLabel": "Gain (loss) on net charges" } } }, "localname": "GainLossOnNetCharges", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ual_GainLossOnSaleOfOtherAssetsAndOtherMiscellaneousCharges": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsComponentsofSpecialChargesDetails": { "order": 4.0, "parentTag": "us-gaap_RestructuringSettlementAndImpairmentProvisions", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of gain (loss) on sale of other assets and other miscellaneous charges.", "label": "Gain (Loss) On Sale Of Other Assets And Other Miscellaneous Charges", "negatedLabel": "(Gains) losses on sale of assets and other special charges", "terseLabel": "Gain on sale of assets and other special charges" } } }, "localname": "GainLossOnSaleOfOtherAssetsAndOtherMiscellaneousCharges", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsComponentsofSpecialChargesDetails", "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ual_GrantIncome": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Grant Income", "label": "Grant Income", "terseLabel": "Grant income" } } }, "localname": "GrantIncome", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ual_HubsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Hubs [Member]", "label": "Hubs [Member]", "verboseLabel": "Hubs" } } }, "localname": "HubsMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesInformationaboutGoodwillandOtherIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "ual_IncomeTaxExpenseBenefitSpecialCharges": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsComponentsofSpecialChargesDetails": { "order": 2.0, "parentTag": "ual_SpecialItemsNetOfIncomeTaxBenefits", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Income tax expense (benefit) special charges.", "label": "Income Tax Expense (Benefit) Special Charges", "netLabel": "Income tax expense (benefit), net of valuation allowance" } } }, "localname": "IncomeTaxExpenseBenefitSpecialCharges", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsComponentsofSpecialChargesDetails" ], "xbrltype": "monetaryItemType" }, "ual_IncomeTaxesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Income Taxes [Line Items]", "label": "Income Taxes [Line Items]", "terseLabel": "Income Taxes [Line Items]" } } }, "localname": "IncomeTaxesLineItems", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesIncomeTaxProvisionBenefitDifferedfromAmountsComputedattheStatutoryFederalIncomeTaxRateandSignificantComponentsDetails", "http://www.unitedcontinentalholdings.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "stringItemType" }, "ual_IncomeTaxesTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Income Taxes [Table]", "label": "Income Taxes [Table]", "terseLabel": "Income Taxes [Table]" } } }, "localname": "IncomeTaxesTable", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesIncomeTaxProvisionBenefitDifferedfromAmountsComputedattheStatutoryFederalIncomeTaxRateandSignificantComponentsDetails", "http://www.unitedcontinentalholdings.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "stringItemType" }, "ual_IncreaseDecreaseInContractWithCustomerLiabilityAdvanceTicketSales": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH": { "order": 10.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Increase (Decrease) in Contract with Customer, Liability, Advance Ticket Sales", "label": "Increase (Decrease) In Contract With Customer, Liability, Advance Ticket Sales", "terseLabel": "Increase in advance ticket sales" } } }, "localname": "IncreaseDecreaseInContractWithCustomerLiabilityAdvanceTicketSales", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH" ], "xbrltype": "monetaryItemType" }, "ual_IncreaseDecreaseinContractwithCustomerLiabilityFrequentFlyer": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Increase (Decrease) in Contract with Customer, Liability, Frequent Flyer", "label": "Increase (Decrease) in Contract with Customer, Liability, Frequent Flyer", "terseLabel": "Increase in frequent flyer deferred revenue" } } }, "localname": "IncreaseDecreaseinContractwithCustomerLiabilityFrequentFlyer", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH" ], "xbrltype": "monetaryItemType" }, "ual_InternationalAssociationOfMachinistsNationalPensionPlanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "International Association of Machinists National Pension Plan [Member]", "label": "International Association Of Machinists National Pension Plan [Member]", "terseLabel": "IAM National Pension Plan" } } }, "localname": "InternationalAssociationOfMachinistsNationalPensionPlanMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansParticipationintheIAMNationalPensionPlanDetails" ], "xbrltype": "domainItemType" }, "ual_InvestmentsPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Investments", "label": "Investments [Policy Text Block]", "terseLabel": "Investments" } } }, "localname": "InvestmentsPolicyTextBlock", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "ual_LaborCostsPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Labor Costs Policy", "label": "Labor Costs [Policy Text Block]", "terseLabel": "Labor Costs" } } }, "localname": "LaborCostsPolicyTextBlock", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "ual_LaborNegotiationsLengthOfContractExtension": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Labor Negotiations, Length of Contract Extension", "label": "Labor Negotiations, Length of Contract Extension", "terseLabel": "Labor negotiations, length of contract extension" } } }, "localname": "LaborNegotiationsLengthOfContractExtension", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails" ], "xbrltype": "durationItemType" }, "ual_LeaseConversionsFromOperatingLeaseRecordedPropertyPlantAndEquipment": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Lease Conversions From Operating Lease Recorded Property Plant And Equipment", "label": "Lease Conversions From Operating Lease Recorded Property Plant And Equipment", "terseLabel": "Lease modifications and lease conversions" } } }, "localname": "LeaseConversionsFromOperatingLeaseRecordedPropertyPlantAndEquipment", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH" ], "xbrltype": "monetaryItemType" }, "ual_LesseeOperatingAndFinanceLeaseNotYetCommencedAmount": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Lessee, Operating And Finance Lease, Not Yet Commenced, Amount", "label": "Lessee, Operating And Finance Lease, Not Yet Commenced, Amount", "terseLabel": "Additional leases that have not yet commenced" } } }, "localname": "LesseeOperatingAndFinanceLeaseNotYetCommencedAmount", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ual_LesseeOperatingAndFinanceLeaseNotYetCommencedTermOfContract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Lessee, Operating And Finance Lease, Not Yet Commenced, Term Of Contract", "label": "Lessee, Operating And Finance Lease, Not Yet Commenced, Term Of Contract", "terseLabel": "Lease terms of additional leases that have not yet commenced (up to)" } } }, "localname": "LesseeOperatingAndFinanceLeaseNotYetCommencedTermOfContract", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsNarrativeDetails" ], "xbrltype": "durationItemType" }, "ual_LesseeOperatingAndFinanceLeasesTermOfContract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Lessee, Operating And Finance Leases, Term Of Contract", "label": "Lessee, Operating And Finance Leases, Term Of Contract", "terseLabel": "Initial term of operating leases" } } }, "localname": "LesseeOperatingAndFinanceLeasesTermOfContract", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsNarrativeDetails" ], "xbrltype": "durationItemType" }, "ual_LesseeOperatingAndFinanceLeasesWeightedAverageAssumptionsTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Lessee, Operating And Finance Leases, Weighted-Average Assumptions [Table Text Block]", "label": "Lessee, Operating And Finance Leases, Weighted-Average Assumptions [Table Text Block]", "terseLabel": "Additional Information Related to Leases" } } }, "localname": "LesseeOperatingAndFinanceLeasesWeightedAverageAssumptionsTableTextBlock", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsTables" ], "xbrltype": "textBlockItemType" }, "ual_LoansAndLeasesFromNonUSEntitiesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Loans And Leases From Non U.S Entities [Member]", "label": "Loans And Leases From Non U S Entities [Member]", "terseLabel": "Loans And Leases From Non U S Entities" } } }, "localname": "LoansAndLeasesFromNonUSEntitiesMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "ual_LossContingencyContractDisputes": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Loss Contingency, Contract Disputes", "label": "Loss Contingency, Contract Disputes", "terseLabel": "Loss contingency contract disputes" } } }, "localname": "LossContingencyContractDisputes", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ual_MesaAirGroupIncMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Mesa Air Group, Inc.", "label": "Mesa Air Group, Inc. [Member]", "terseLabel": "Mesa Air Group, Inc." } } }, "localname": "MesaAirGroupIncMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableNarrativeDetails" ], "xbrltype": "domainItemType" }, "ual_MileagePlusMPTermLoanFacilityMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "MileagePlus (MP) Term Loan Facility", "label": "MileagePlus (MP) Term Loan Facility [Member]", "terseLabel": "MileagePlus Term Loan Facility" } } }, "localname": "MileagePlusMPTermLoanFacilityMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "ual_MinimumRatioOfAppraisedValueOfCollateralForCreditAgreement": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Minimum ratio of appraised value of collateral for Credit Agreement", "label": "Minimum ratio of appraised value of collateral for Credit Agreement", "terseLabel": "Minimum ratio of appraised value of collateral for Credit Agreement" } } }, "localname": "MinimumRatioOfAppraisedValueOfCollateralForCreditAgreement", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtSummaryofCollateralCovenantsandCrossDefaultProvisionsDetails" ], "xbrltype": "pureItemType" }, "ual_MovementInContractWithCustomerLiabilityRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Movement In Contract With Customer Liability [Roll Forward]", "label": "Movement In Contract With Customer Liability [Roll Forward]", "terseLabel": "Movement in Deferred Revenue [Roll Forward]" } } }, "localname": "MovementInContractWithCustomerLiabilityRollForward", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesRollForwardofFrequentFlierDeferredRevenueDetails" ], "xbrltype": "stringItemType" }, "ual_MultiemployerPlanAdditionalContributionRateInExcessOfTheHourlyContributionRate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Multiemployer Plan, Additional Contribution Rate In Excess Of The Hourly Contribution Rate", "label": "Multiemployer Plan, Additional Contribution Rate In Excess Of The Hourly Contribution Rate", "terseLabel": "Additional contribution as a percentage of the hourly contribution rate" } } }, "localname": "MultiemployerPlanAdditionalContributionRateInExcessOfTheHourlyContributionRate", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansParticipationintheIAMNationalPensionPlanDetails" ], "xbrltype": "percentItemType" }, "ual_MultiemployerPlanRehabilitationPlanTerm": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Multiemployer Plan, Rehabilitation Plan Term", "label": "Multiemployer Plan, Rehabilitation Plan Term", "terseLabel": "Plan length" } } }, "localname": "MultiemployerPlanRehabilitationPlanTerm", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansParticipationintheIAMNationalPensionPlanDetails" ], "xbrltype": "durationItemType" }, "ual_NetOperatingLossCarryForwardExpirationYear2026Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Net Operating Loss Carry Forward Expiration Year 2026", "label": "Net Operating Loss Carry Forward Expiration Year 2026 [Member]", "terseLabel": "2026" } } }, "localname": "NetOperatingLossCarryForwardExpirationYear2026Member", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "ual_NetOperatingLossCarryForwardExpirationYear2028Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Net Operating Loss Carry Forward Expiration Year 2028 [Member]", "label": "Net Operating Loss Carry Forward Expiration Year 2028 [Member]", "terseLabel": "2028" } } }, "localname": "NetOperatingLossCarryForwardExpirationYear2028Member", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "ual_NetOperatingLossCarryForwardExpirationYear2029Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Net Operating Loss Carry Forward Expiration Year 2029 [Member]", "label": "Net Operating Loss Carry Forward Expiration Year 2029 [Member]", "terseLabel": "2029" } } }, "localname": "NetOperatingLossCarryForwardExpirationYear2029Member", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "ual_NetOperatingLossCarryForwardExpirationYear2032Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Net Operating Loss Carry Forward Expiration Year 2032", "label": "Net Operating Loss Carry Forward Expiration Year 2032 [Member]", "terseLabel": "2032" } } }, "localname": "NetOperatingLossCarryForwardExpirationYear2032Member", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "ual_NetOperatingLossCarryForwardExpirationYear2033Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Net Operating Loss Carry Forward Expiration Year 2033", "label": "Net Operating Loss Carry Forward Expiration Year 2033 [Member]", "terseLabel": "2033" } } }, "localname": "NetOperatingLossCarryForwardExpirationYear2033Member", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "ual_NetOperatingLossCarryforwardByExpirationAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Net Operating Loss Carryforward, By Expiration [Axis]", "label": "Net Operating Loss Carryforward, By Expiration [Axis]", "terseLabel": "Net Operating Loss Carryforward, By Expiration [Axis]" } } }, "localname": "NetOperatingLossCarryforwardByExpirationAxis", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "stringItemType" }, "ual_NetOperatingLossCarryforwardByExpirationDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "[Domain] for Net Operating Loss Carryforward, By Expiration [Axis]", "label": "Net Operating Loss Carryforward, By Expiration [Domain]", "terseLabel": "Net Operating Loss Carryforward, By Expiration [Domain]" } } }, "localname": "NetOperatingLossCarryforwardByExpirationDomain", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "ual_NewTermLoansMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "New Term Loans", "label": "New Term Loans [Member]", "terseLabel": "2021 Term Loans" } } }, "localname": "NewTermLoansMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "ual_NonAircraftMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Non-Aircraft [Member]", "label": "Non-Aircraft [Member]", "terseLabel": "Non-Aircraft" } } }, "localname": "NonAircraftMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsNarrativeDetails" ], "xbrltype": "domainItemType" }, "ual_NonTravelMilesRedemptionFrequentFlyerDeferredRevenue": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Non-travel miles redemption, frequent flyer deferred revenue.", "label": "Non-Travel Miles Redemption, Frequent Flyer Deferred Revenue", "negatedLabel": "Non-travel miles redeemed" } } }, "localname": "NonTravelMilesRedemptionFrequentFlyerDeferredRevenue", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesRollForwardofFrequentFlierDeferredRevenueDetails" ], "xbrltype": "monetaryItemType" }, "ual_NumberOfAircraftAcquiredWithExercisedPurchaseOptions": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of Aircraft Acquired with Exercised Purchase Options", "label": "Number of Aircraft Acquired with Exercised Purchase Options", "terseLabel": "Number of aircraft acquired with exercised purchase options" } } }, "localname": "NumberOfAircraftAcquiredWithExercisedPurchaseOptions", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsNarrativeDetails" ], "xbrltype": "integerItemType" }, "ual_NumberOfAircraftAndRelatedSpareEnginesRetired": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of Aircraft and Related Spare Engines Retired", "label": "Number of Aircraft and Related Spare Engines Retired", "terseLabel": "Number of aircraft and spare engines retired" } } }, "localname": "NumberOfAircraftAndRelatedSpareEnginesRetired", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "integerItemType" }, "ual_NumberOfAircraftHeldForSale": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of Aircraft Held for Sale", "label": "Number of Aircraft Held for Sale", "terseLabel": "Number of aircraft held for sale" } } }, "localname": "NumberOfAircraftHeldForSale", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "integerItemType" }, "ual_NumberOfAircraftSubjectToEmbeddedLeases": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of Aircraft Subject To Embedded Leases", "label": "Number of Aircraft Subject To Embedded Leases", "terseLabel": "Number of aircraft subject to embedded leases" } } }, "localname": "NumberOfAircraftSubjectToEmbeddedLeases", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsNarrativeDetails" ], "xbrltype": "integerItemType" }, "ual_NumberOfAircraftSubjectToFinanceLeases": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number Of Aircraft Subject To Finance Leases", "label": "Number Of Aircraft Subject To Finance Leases", "terseLabel": "Number of aircraft subject to finance leases" } } }, "localname": "NumberOfAircraftSubjectToFinanceLeases", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsNarrativeDetails" ], "xbrltype": "integerItemType" }, "ual_NumberOfAircraftSubjectToOperatingLeases": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number Of Aircraft Subject To Operating Leases", "label": "Number Of Aircraft Subject To Operating Leases", "terseLabel": "Number of aircraft subject to operating leases" } } }, "localname": "NumberOfAircraftSubjectToOperatingLeases", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsNarrativeDetails" ], "xbrltype": "integerItemType" }, "ual_NumberOfAircraftsExpectedToTakeDeliveryAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number Of Aircrafts Expected To Take Delivery", "label": "Number Of Aircrafts Expected To Take Delivery [Abstract]", "terseLabel": "Number Of Aircrafts Expected To Take Delivery [Abstract]" } } }, "localname": "NumberOfAircraftsExpectedToTakeDeliveryAbstract", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesFirmCommitmentsandOptionstoPurchaseAircraftDetails" ], "xbrltype": "stringItemType" }, "ual_NumberOfAircraftsExpectedToTakeDeliveryThatAreDelayed": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number Of Aircrafts Expected To Take Delivery That Are Delayed", "label": "Number Of Aircrafts Expected To Take Delivery That Are Delayed", "terseLabel": "Number of aircrafts expected to take delivery that are delayed" } } }, "localname": "NumberOfAircraftsExpectedToTakeDeliveryThatAreDelayed", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails" ], "xbrltype": "integerItemType" }, "ual_NumberOfAircraftsExpectedToTakeDeliveryThereafter": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number Of Aircrafts Expected To Take Delivery, Thereafter", "label": "Number Of Aircrafts Expected To Take Delivery, Thereafter", "verboseLabel": "After 2024" } } }, "localname": "NumberOfAircraftsExpectedToTakeDeliveryThereafter", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesFirmCommitmentsandOptionstoPurchaseAircraftDetails" ], "xbrltype": "integerItemType" }, "ual_NumberOfAircraftsExpectedToTakeDeliveryYearOne": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number Of Aircrafts Expected To Take Delivery, Year One", "label": "Number Of Aircrafts Expected To Take Delivery, Year One", "verboseLabel": "2023" } } }, "localname": "NumberOfAircraftsExpectedToTakeDeliveryYearOne", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesFirmCommitmentsandOptionstoPurchaseAircraftDetails" ], "xbrltype": "integerItemType" }, "ual_NumberOfAircraftsExpectedToTakeDeliveryYearTwo": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number Of Aircrafts Expected To Take Delivery, Year Two", "label": "Number Of Aircrafts Expected To Take Delivery, Year Two", "verboseLabel": "2024" } } }, "localname": "NumberOfAircraftsExpectedToTakeDeliveryYearTwo", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesFirmCommitmentsandOptionstoPurchaseAircraftDetails" ], "xbrltype": "integerItemType" }, "ual_NumberOfCallOptionsToPurchaseRegionalJetAircraft": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of Call Options To Purchase Regional Jet Aircraft", "label": "Number of Call Options To Purchase Regional Jet Aircraft", "terseLabel": "Number of call options to purchase regional jet aircraft" } } }, "localname": "NumberOfCallOptionsToPurchaseRegionalJetAircraft", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails" ], "xbrltype": "integerItemType" }, "ual_NumberOfDefinedBenefitPensionPlans": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of Defined Benefit Pension Plans", "label": "Number of Defined Benefit Pension Plans", "terseLabel": "Number of defined benefit pension plans" } } }, "localname": "NumberOfDefinedBenefitPensionPlans", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansNarrativeDetails" ], "xbrltype": "integerItemType" }, "ual_NumberOfPlanesPermanentlyGrounded": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number Of Planes Permanently Grounded", "label": "Number Of Planes Permanently Grounded", "terseLabel": "Number of planes permanently grounded" } } }, "localname": "NumberOfPlanesPermanentlyGrounded", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "integerItemType" }, "ual_NumberOfRegionalCarriers": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of Regional Carriers", "label": "Number of Regional Carriers", "terseLabel": "Number of regional carriers" } } }, "localname": "NumberOfRegionalCarriers", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableNarrativeDetails" ], "xbrltype": "integerItemType" }, "ual_NumberOfTechnicians": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of Technicians", "label": "Number of Technicians", "terseLabel": "Number of technicians" } } }, "localname": "NumberOfTechnicians", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails" ], "xbrltype": "integerItemType" }, "ual_OperatingLossCarryforwardsAndTaxCreditCarryforwardsValuationAllowance": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Operating Loss Carryforwards And Tax Credit Carryforwards, Valuation Allowance", "label": "Operating Loss Carryforwards And Tax Credit Carryforwards, Valuation Allowance", "terseLabel": "NOL and tax credit carryforwards, valuation allowance" } } }, "localname": "OperatingLossCarryforwardsAndTaxCreditCarryforwardsValuationAllowance", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ual_OperatingLossCarryforwardsExpirationPeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Operating Loss Carryforwards, Expiration Period", "label": "Operating Loss Carryforwards, Expiration Period", "terseLabel": "NOL expiration period" } } }, "localname": "OperatingLossCarryforwardsExpirationPeriod", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "durationItemType" }, "ual_OperatingLossCarryforwardsTaxEffectedAmount": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Operating Loss Carryforwards, Tax Effected Amount", "label": "Operating Loss Carryforwards, Tax Effected Amount", "terseLabel": "Tax effected amount of NOLs" } } }, "localname": "OperatingLossCarryforwardsTaxEffectedAmount", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ual_OtherComprehensiveIncomeInvestmentsAndOtherNetOfTax": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedComprehensiveIncomeLossUAH": { "order": 2.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Other Comprehensive Income, Investments and Other, Net of Tax", "label": "Other Comprehensive Income, Investments and Other, Net of Tax", "terseLabel": "Investments and other" } } }, "localname": "OtherComprehensiveIncomeInvestmentsAndOtherNetOfTax", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedComprehensiveIncomeLossUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedComprehensiveIncomeLossUAH" ], "xbrltype": "monetaryItemType" }, "ual_OtherFinancialLiabilitiesCurrent": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 6.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 }, "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsFutureLeasePaymentunderTermsofCapacityPurchaseAgreementDetails": { "order": 3.0, "parentTag": "us-gaap_ContractualObligation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Other Financial Liabilities, Current", "label": "Other Financial Liabilities, Current", "negatedTerseLabel": "Less: current maturities of lease obligations", "terseLabel": "Less: current maturities of lease obligations" } } }, "localname": "OtherFinancialLiabilitiesCurrent", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH", "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsFutureLeasePaymentunderTermsofCapacityPurchaseAgreementDetails" ], "xbrltype": "monetaryItemType" }, "ual_OtherFinancialLiabilitiesNoncurrent": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 4.0, "parentTag": "ual_OtherLiabilitiesAndDeferredCreditsNoncurrent", "weight": 1.0 }, "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsFutureLeasePaymentunderTermsofCapacityPurchaseAgreementDetails": { "order": 2.0, "parentTag": "us-gaap_ContractualObligation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Other Financial Liabilities, Noncurrent", "label": "Other Financial Liabilities, Noncurrent", "terseLabel": "Other financial liabilities" } } }, "localname": "OtherFinancialLiabilitiesNoncurrent", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH", "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsFutureLeasePaymentunderTermsofCapacityPurchaseAgreementDetails" ], "xbrltype": "monetaryItemType" }, "ual_OtherFinancialLiabilitiesWeightedAverageDiscountRatePercent": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Other Financial Liabilities, Weighted Average Discount Rate, Percent", "label": "Other Financial Liabilities, Weighted Average Discount Rate, Percent", "terseLabel": "Weighted-average interest rate - other financial liabilities" } } }, "localname": "OtherFinancialLiabilitiesWeightedAverageDiscountRatePercent", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsAdditionalInformationRelatedtoLeasesDetails" ], "xbrltype": "percentItemType" }, "ual_OtherFinancialLiabilitiesWeightedAverageRemainingLeaseTerm": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Other Financial Liabilities, Weighted \u200bAverage \u200bRemaining \u200bLease \u200bTerm", "label": "Other Financial Liabilities, Weighted \u200bAverage \u200bRemaining \u200bLease \u200bTerm", "terseLabel": "Weighted-average remaining lease term - other financial liabilities" } } }, "localname": "OtherFinancialLiabilitiesWeightedAverageRemainingLeaseTerm", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsAdditionalInformationRelatedtoLeasesDetails" ], "xbrltype": "durationItemType" }, "ual_OtherLiabilitiesAndDeferredCreditsNoncurrent": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 5.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Other Liabilities And Deferred Credits, Noncurrent", "label": "Other Liabilities And Deferred Credits, Noncurrent", "totalLabel": "Total other liabilities and deferred credits" } } }, "localname": "OtherLiabilitiesAndDeferredCreditsNoncurrent", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "monetaryItemType" }, "ual_OtherUnsecuredDebtMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Other Unsecured Debt", "label": "Other Unsecured Debt [Member]", "terseLabel": "Other unsecured debt" } } }, "localname": "OtherUnsecuredDebtMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "ual_PartTimeEmployeesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Part-Time Employees", "label": "Part-Time Employees [Member]", "terseLabel": "Part-Time Employees" } } }, "localname": "PartTimeEmployeesMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "domainItemType" }, "ual_PassengerAncillaryFeesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Passenger - Ancillary Fees [Member]", "label": "Passenger - Ancillary Fees [Member]", "terseLabel": "Ancillary Fees Recorded within Passenger Revenues" } } }, "localname": "PassengerAncillaryFeesMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "ual_PayableToShareholdersOrAffiliatesForIssuanceOfCapitalStock": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 7.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Payable to Shareholders or Affiliates for Issuance of Capital Stock", "label": "Payable to Shareholders or Affiliates for Issuance of Capital Stock", "verboseLabel": "Payable to parent" } } }, "localname": "PayableToShareholdersOrAffiliatesForIssuanceOfCapitalStock", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA" ], "xbrltype": "monetaryItemType" }, "ual_PaymentsOfDividendsToParentCompany": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Payments of dividends to parent company.", "label": "Payments Of Dividends To Parent Company", "negatedLabel": "Dividend to UAL" } } }, "localname": "PaymentsOfDividendsToParentCompany", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA" ], "xbrltype": "monetaryItemType" }, "ual_PayrollSupportProgram1PSP1NoteMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Payroll Support Program (PSP) Note [Member]", "label": "Payroll Support Program 1 (PSP1) Note [Member]", "terseLabel": "Payroll Support Program (PSP1) Note" } } }, "localname": "PayrollSupportProgram1PSP1NoteMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "ual_PayrollSupportProgram1PSP1WarrantsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Payroll Support Program 1 (PSP1) Warrants", "label": "Payroll Support Program 1 (PSP1) Warrants [Member]", "verboseLabel": "PSP1 Warrants" } } }, "localname": "PayrollSupportProgram1PSP1WarrantsMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommonStockholdersEquityandPreferredSecuritiesSummaryofWarrantsOutstandingDetails" ], "xbrltype": "domainItemType" }, "ual_PayrollSupportProgram23PSP23WarrantsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Payroll Support Program 2 & 3 (PSP 2 & 3) Warrants", "label": "Payroll Support Program 2 & 3 (PSP 2 & 3) Warrants [Member]", "terseLabel": "Payroll Support Program 2 & 3 (PSP 2 & 3) Warrants" } } }, "localname": "PayrollSupportProgram23PSP23WarrantsMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "domainItemType" }, "ual_PayrollSupportProgram2And3PSP23NoteMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Payroll Support Program 2 and 3 (PSP 2 & 3) Note", "label": "Payroll Support Program 2 and 3 (PSP 2 & 3) Note [Member]", "terseLabel": "Payroll Support Program 2 and 3 (PSP 2 & 3) Note" } } }, "localname": "PayrollSupportProgram2And3PSP23NoteMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "domainItemType" }, "ual_PayrollSupportProgram2PSP2WarrantsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Payroll Support Program 2 (PSP2) Warrants", "label": "Payroll Support Program 2 (PSP2) Warrants [Member]", "terseLabel": "PSP2 Warrants" } } }, "localname": "PayrollSupportProgram2PSP2WarrantsMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommonStockholdersEquityandPreferredSecuritiesSummaryofWarrantsOutstandingDetails" ], "xbrltype": "domainItemType" }, "ual_PayrollSupportProgram3PSP3NoteMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Payroll Support Program 3 (PSP3) Note", "label": "Payroll Support Program 3 (PSP3) Note [Member]", "terseLabel": "PSP3 Note" } } }, "localname": "PayrollSupportProgram3PSP3NoteMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "ual_PayrollSupportProgram3PSP3WarrantsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Payroll Support Program 3 (PSP 3) Warrants", "label": "Payroll Support Program 3 (PSP 3) Warrants [Member]", "verboseLabel": "PSP3 Warrants" } } }, "localname": "PayrollSupportProgram3PSP3WarrantsMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommonStockholdersEquityandPreferredSecuritiesSummaryofWarrantsOutstandingDetails" ], "xbrltype": "domainItemType" }, "ual_PayrollSupportProgramPSPNoteMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Payroll Support Program (PSP) Note [Member]", "label": "Payroll Support Program (PSP) Note [Member]", "terseLabel": "PSP Notes" } } }, "localname": "PayrollSupportProgramPSPNoteMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "ual_PercentageOfEmployeesRepresentedByLaborOrganizations": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage of employees represented by labor organizations", "label": "Percentage Of Employees Represented By Labor Organizations", "terseLabel": "Percentage of employees represented by various U.S. labor organizations" } } }, "localname": "PercentageOfEmployeesRepresentedByLaborOrganizations", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails" ], "xbrltype": "percentItemType" }, "ual_PerformanceBasedRestrictedStockUnitsRSUsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Performance-Based Restricted Stock Units (RSUs) [Member]", "label": "Performance-Based Restricted Stock Units (RSUs) [Member]", "terseLabel": "Performance-Based RSUs" } } }, "localname": "PerformanceBasedRestrictedStockUnitsRSUsMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansNarrativeDetails" ], "xbrltype": "domainItemType" }, "ual_PotentialNumberOfAircraftOperated": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Potential Number of Aircraft Operated", "label": "Potential Number of Aircraft Operated", "terseLabel": "Potential number of aircraft operated" } } }, "localname": "PotentialNumberOfAircraftOperated", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableNarrativeDetails" ], "xbrltype": "integerItemType" }, "ual_ProceedsFromGovernmentAssistance": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Proceeds From Government Assistance", "label": "Proceeds From Government Assistance", "terseLabel": "Cash received under the payroll support program" } } }, "localname": "ProceedsFromGovernmentAssistance", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ual_ProceedsFromGovernmentAssistanceGrants": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Proceeds From Government Assistance, Grants", "label": "Proceeds From Government Assistance, Grants", "terseLabel": "Grant income" } } }, "localname": "ProceedsFromGovernmentAssistanceGrants", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ual_ProfitSharingPlanPercentageOfPreTaxEarningsPaid": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Profit Sharing Plan, Percentage of Pre-Tax Earnings Paid", "label": "Profit Sharing Plan Percentage Of Pre Tax Earnings Paid", "terseLabel": "Percentage of pre-tax earnings paid for profit sharing plan" } } }, "localname": "ProfitSharingPlanPercentageOfPreTaxEarningsPaid", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansNarrativeDetails" ], "xbrltype": "percentItemType" }, "ual_RefundableTicketsExpirationPeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Refundable Tickets, Expiration Period", "label": "Refundable Tickets, Expiration Period", "terseLabel": "Expiration period for refundable tickets" } } }, "localname": "RefundableTicketsExpirationPeriod", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "durationItemType" }, "ual_RepublicAirwaysHoldingsInc.Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Republic Airways Holdings, Inc. [Member]", "label": "Republic Airways Holdings, Inc. [Member]", "terseLabel": "Republic" } } }, "localname": "RepublicAirwaysHoldingsInc.Member", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableNarrativeDetails" ], "xbrltype": "domainItemType" }, "ual_RestrictedCashCurrentFairValueDisclosure": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Restricted Cash, Current, Fair Value Disclosure", "label": "Restricted Cash, Current, Fair Value Disclosure", "terseLabel": "Restricted cash - current" } } }, "localname": "RestrictedCashCurrentFairValueDisclosure", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableFairValueofFinancialAssetsandLiabilitiesMeasuredatFairValueonaRecurringBasisDetails" ], "xbrltype": "monetaryItemType" }, "ual_RestrictedCashNoncurrentFairValueDisclosure": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Restricted Cash Fair Value Disclosure", "label": "Restricted Cash, Noncurrent, Fair Value Disclosure", "terseLabel": "Restricted cash - non-current" } } }, "localname": "RestrictedCashNoncurrentFairValueDisclosure", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableFairValueofFinancialAssetsandLiabilitiesMeasuredatFairValueonaRecurringBasisDetails" ], "xbrltype": "monetaryItemType" }, "ual_RestrictedStockUnitsRSUsEquityAwardsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Restricted Stock Units (RSUs) - Equity Awards [Member]", "label": "Restricted Stock Units (RSUs) - Equity Awards [Member]", "terseLabel": "Equity Awards - RSUs" } } }, "localname": "RestrictedStockUnitsRSUsEquityAwardsMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansSummaryofRSUandRestrictedStockActivityDetails" ], "xbrltype": "domainItemType" }, "ual_RestrictedStockUnitsRSUsLiabilityAwardsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Restricted Stock Units (RSUs) - Liability Awards [Member]", "label": "Restricted Stock Units (RSUs) - Liability Awards [Member]", "terseLabel": "Liability Awards - RSUs" } } }, "localname": "RestrictedStockUnitsRSUsLiabilityAwardsMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansSummaryofRSUandRestrictedStockActivityDetails" ], "xbrltype": "domainItemType" }, "ual_RestructuringAndRelatedCostNumberOfEmployeesVoluntarilySeparated": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Restructuring And Related Cost, Number Of Employees Voluntarily Separated", "label": "Restructuring And Related Cost, Number Of Employees Voluntarily Separated", "terseLabel": "Number of employees electing to voluntarily separate from the company" } } }, "localname": "RestructuringAndRelatedCostNumberOfEmployeesVoluntarilySeparated", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "integerItemType" }, "ual_RestructuringProgramsOneTimeContributionPerEmployee": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Restructuring Programs, One-Time Contribution Per Employee", "label": "Restructuring Programs, One-Time Contribution Per Employee", "terseLabel": "Restructuring programs, one-time contribution per employee" } } }, "localname": "RestructuringProgramsOneTimeContributionPerEmployee", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ual_RouteAuthoritiesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Route Authorities [Member]", "label": "Route Authorities [Member]", "verboseLabel": "Route authorities" } } }, "localname": "RouteAuthoritiesMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesInformationaboutGoodwillandOtherIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "ual_SaleOfStockNumberOfSharesIssuableUnderAgreement": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Sale Of Stock, Number Of Shares Issuable Under Agreement", "label": "Sale Of Stock, Number Of Shares Issuable Under Agreement", "terseLabel": "Number of shares issuable under Equity Distribution Agreement (up to) (in shares)" } } }, "localname": "SaleOfStockNumberOfSharesIssuableUnderAgreement", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommonStockholdersEquityandPreferredSecuritiesNarrativeDetails" ], "xbrltype": "sharesItemType" }, "ual_ScheduleOfChangeInAssumptionsOnNetPeriodicBenefitCostAndBenefitObligationsTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule of Change in Assumptions on Net Periodic Benefit Cost and Benefit Obligations", "label": "Schedule of Change in Assumptions on Net Periodic Benefit Cost and Benefit Obligations [Table Text Block]", "terseLabel": "Schedule of Change in Assumptions on Net Periodic Benefit Cost and Benefit Obligations" } } }, "localname": "ScheduleOfChangeInAssumptionsOnNetPeriodicBenefitCostAndBenefitObligationsTableTextBlock", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansTables" ], "xbrltype": "textBlockItemType" }, "ual_ScheduleOfDefinedBenefitPlansAndDefinedContributionPlansDisclosuresLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule Of Defined Benefit Plans And Defined Contribution Plans Disclosures [Line Items]", "label": "Schedule Of Defined Benefit Plans And Defined Contribution Plans Disclosures [Line Items]", "terseLabel": "Schedule Of Defined Benefit Plans And Defined Contribution Plans Disclosures [Line Items]" } } }, "localname": "ScheduleOfDefinedBenefitPlansAndDefinedContributionPlansDisclosuresLineItems", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansChangeinAssumptionofBenefitObligationDetails" ], "xbrltype": "stringItemType" }, "ual_ScheduleOfDefinedBenefitPlansAndDefinedContributionPlansDisclosuresTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule Of Defined Benefit Plans And Defined Contribution Plans Disclosures", "label": "Schedule Of Defined Benefit Plans And Defined Contribution Plans Disclosures [Table]", "terseLabel": "Schedule Of Defined Benefit Plans And Defined Contribution Plans Disclosures [Table]" } } }, "localname": "ScheduleOfDefinedBenefitPlansAndDefinedContributionPlansDisclosuresTable", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansChangeinAssumptionofBenefitObligationDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansNarrativeDetails" ], "xbrltype": "stringItemType" }, "ual_ScheduleOfFinancialCovenantsTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule of Financial Covenants", "label": "Schedule of Financial Covenants [Table Text Block]", "terseLabel": "Summary of Collateral Covenants and Cross Default Provisions" } } }, "localname": "ScheduleOfFinancialCovenantsTableTextBlock", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtTables" ], "xbrltype": "textBlockItemType" }, "ual_SecuredNotesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Secured Notes", "label": "Secured Notes [Member]", "terseLabel": "2026 and 2029 Notes" } } }, "localname": "SecuredNotesMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "ual_SecuritiesReceivedInConnectionOfPurchaseAgreementsPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Securities Received in Connection of Purchase Agreements", "label": "Securities Received in Connection of Purchase Agreements [Policy Text Block]", "terseLabel": "Securities received in connection with purchase agreements" } } }, "localname": "SecuritiesReceivedInConnectionOfPurchaseAgreementsPolicyTextBlock", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "ual_SeniorSecuredNotesDue2026AndSeniorSecuredNotesDue2029Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Senior Secured Notes Due 2026 And Senior Secured Notes Due 2029", "label": "Senior Secured Notes Due 2026 And Senior Secured Notes Due 2029 [Member]", "terseLabel": "2026 Notes and 2029 Notes" } } }, "localname": "SeniorSecuredNotesDue2026AndSeniorSecuredNotesDue2029Member", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtSummaryofCollateralCovenantsandCrossDefaultProvisionsDetails" ], "xbrltype": "domainItemType" }, "ual_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsAdditionalIssuanceDueToAchievementOfPerformanceMetricsWeightedAverageGrantPrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Additional Issuance Due to Achievement of Performance Metrics, Weighted-Average Grant Price", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Additional Issuance Due to Achievement of Performance Metrics, Weighted-Average Grant Price", "terseLabel": "Additional issuance due to achievement of performance metrics (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsAdditionalIssuanceDueToAchievementOfPerformanceMetricsWeightedAverageGrantPrice", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansSummaryofRSUandRestrictedStockActivityDetails" ], "xbrltype": "perShareItemType" }, "ual_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsAdditionalIssuanceFromAchievementOfPerformanceMetrics": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Additional Issuance From Achievement of Performance Metrics", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Additional Issuance From Achievement of Performance Metrics", "terseLabel": "Additional issuance due to achievement of performance metrics" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsAdditionalIssuanceFromAchievementOfPerformanceMetrics", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansSummaryofRSUandRestrictedStockActivityDetails" ], "xbrltype": "sharesItemType" }, "ual_SpecialChargesAndLossesOnFinancialInstrumentsNonOperatingBeforeTax": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsComponentsofSpecialChargesDetails": { "order": 2.0, "parentTag": "ual_SpecialChargesAndLossesOnFinancialInstrumentsOperatingAndNonoperatingBeforeTax", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Special Charges And Losses On Financial Instruments, Nonoperating, Before Tax", "label": "Special Charges And Losses On Financial Instruments, Non-Operating, Before Tax", "totalLabel": "Total nonoperating special charges and unrealized (gains) losses on investments, net" } } }, "localname": "SpecialChargesAndLossesOnFinancialInstrumentsNonOperatingBeforeTax", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsComponentsofSpecialChargesDetails" ], "xbrltype": "monetaryItemType" }, "ual_SpecialChargesAndLossesOnFinancialInstrumentsOperatingAndNonoperatingBeforeTax": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsComponentsofSpecialChargesDetails": { "order": 1.0, "parentTag": "ual_SpecialItemsNetOfIncomeTaxBenefits", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Special Charges And Losses On Financial Instruments, Operating And Nonoperating, Before Tax", "label": "Special Charges And Losses On Financial Instruments, Operating And Nonoperating, Before Tax", "totalLabel": "Total operating and nonoperating special charges (credits) and unrealized (gains) losses on investments, net" } } }, "localname": "SpecialChargesAndLossesOnFinancialInstrumentsOperatingAndNonoperatingBeforeTax", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsComponentsofSpecialChargesDetails" ], "xbrltype": "monetaryItemType" }, "ual_SpecialChargesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Special Charges [Line Items]", "label": "Special Charges [Line Items]", "terseLabel": "Special Charges [Line Items]" } } }, "localname": "SpecialChargesLineItems", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "stringItemType" }, "ual_SpecialChargesTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Special Charges [Table]", "label": "Special Charges [Table]", "terseLabel": "Special Charges [Table]" } } }, "localname": "SpecialChargesTable", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "stringItemType" }, "ual_SpecialItemsNetOfIncomeTaxBenefits": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsComponentsofSpecialChargesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Total special items in the period.", "label": "Special Items Net of Income Tax Benefit(s)", "totalLabel": "Total operating and nonoperating special charges (credits) and unrealized (gains) losses on investments, net of income taxes" } } }, "localname": "SpecialItemsNetOfIncomeTaxBenefits", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsComponentsofSpecialChargesDetails" ], "xbrltype": "monetaryItemType" }, "ual_SummaryOfSignificantAccountingPoliciesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Summary Of Significant Accounting Policies [Line Items]", "label": "Summary Of Significant Accounting Policies [Line Items]", "terseLabel": "Summary Of Significant Accounting Policies [Line Items]" } } }, "localname": "SummaryOfSignificantAccountingPoliciesLineItems", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "stringItemType" }, "ual_SummaryOfSignificantAccountingPoliciesTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Summary Of Significant Accounting Policies [Table]", "label": "Summary Of Significant Accounting Policies [Table]", "terseLabel": "Summary Of Significant Accounting Policies [Table]" } } }, "localname": "SummaryOfSignificantAccountingPoliciesTable", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "stringItemType" }, "ual_TaxCreditCarryforwardExpirationPeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tax Credit Carryforward, Expiration Period", "label": "Tax Credit Carryforward, Expiration Period", "terseLabel": "Tax credit expiration period" } } }, "localname": "TaxCreditCarryforwardExpirationPeriod", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "durationItemType" }, "ual_TaxExemptBondsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tax Exempt Bonds [Member]", "label": "Tax Exempt Bonds [Member]", "terseLabel": "Tax-Exempt Special Facilities Revenue Bonds" } } }, "localname": "TaxExemptBondsMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/VariableInterestEntitiesVIEDetails" ], "xbrltype": "domainItemType" }, "ual_TermLoanBFacilityDue2028Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Term Loan B Facility Due 2028", "label": "Term Loan B Facility Due 2028 [Member]", "terseLabel": "Term Loan B Facility due 2028" } } }, "localname": "TermLoanBFacilityDue2028Member", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtNarrativeDetails" ], "xbrltype": "domainItemType" }, "ual_ThirdPartyBusinessPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Third Party Business Policy", "label": "Third Party Business [Policy Text Block]", "terseLabel": "Third-Party Business" } } }, "localname": "ThirdPartyBusinessPolicyTextBlock", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "ual_TicketTaxesPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Ticket Taxes", "label": "Ticket Taxes [Policy Text Block]", "terseLabel": "Ticket Taxes" } } }, "localname": "TicketTaxesPolicyTextBlock", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "ual_TimeVestedRestrictedStockUnitsRSUsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Time-Vested Restricted Stock Units (RSUs) [Member]", "label": "Time-Vested Restricted Stock Units (RSUs) [Member]", "terseLabel": "Time-Vested RSUs" } } }, "localname": "TimeVestedRestrictedStockUnitsRSUsMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansNarrativeDetails" ], "xbrltype": "domainItemType" }, "ual_TradenamesAndLogosMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tradenames And Logos [Member]", "label": "Tradenames And Logos [Member]", "verboseLabel": "Tradenames and logos" } } }, "localname": "TradenamesAndLogosMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesInformationaboutGoodwillandOtherIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "ual_TravelMilesRedemptionFrequentFlyerDeferredRevenue": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Travel miles redemption, frequent flyer deferred revenue.", "label": "Travel Miles Redemption, Frequent Flyer Deferred Revenue", "negatedLabel": "Travel miles redeemed" } } }, "localname": "TravelMilesRedemptionFrequentFlyerDeferredRevenue", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesRollForwardofFrequentFlierDeferredRevenueDetails" ], "xbrltype": "monetaryItemType" }, "ual_UalAndUnitedMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "UAL And United [Member]", "label": "UAL And United [Member]", "terseLabel": "UAL and United" } } }, "localname": "UalAndUnitedMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtContractualPrincipalPaymentsunderOutstandingLongTermDebtAgreementsDetails", "http://www.unitedcontinentalholdings.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "domainItemType" }, "ual_UnitedAirLinesIncMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "United Airlines, Inc. [Member]", "label": "United Air Lines Inc [Member]", "terseLabel": "United Airlines, Inc." } } }, "localname": "UnitedAirLinesIncMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAHParenthetical", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAParenthetical", "http://www.unitedcontinentalholdings.com/role/CoverPage", "http://www.unitedcontinentalholdings.com/role/DebtNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/IncomeTaxesIncomeTaxProvisionBenefitDifferedfromAmountsComputedattheStatutoryFederalIncomeTaxRateandSignificantComponentsDetails", "http://www.unitedcontinentalholdings.com/role/IncomeTaxesNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/IncomeTaxesTemporaryDifferencesandCarryforwardsGivingRisetoDeferredTaxAssetsandLiabilitiesDetails", "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAllocationofPlanAssetsDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansParticipationintheIAMNationalPensionPlanDetails", "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesReconciliationofCashCashEquivalentsandRestrictedCashDetails", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedComprehensiveIncomeLossUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUA" ], "xbrltype": "domainItemType" }, "ual_UnsecuredNotesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Unsecured Notes", "label": "Unsecured Notes [Member]", "terseLabel": "Notes" } } }, "localname": "UnsecuredNotesMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "ual_UsedAircraftFacilityMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Used Aircraft Facility", "label": "Used Aircraft Facility [Member]", "verboseLabel": "Aircraft notes" } } }, "localname": "UsedAircraftFacilityMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "ual_VariableAndShortTermLeaseCost": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsComponentsofLeaseCostDetails": { "order": 2.0, "parentTag": "us-gaap_LeaseCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Variable And Short-Term Lease, Cost", "label": "Variable And Short-Term Lease, Cost", "terseLabel": "Variable and short-term lease cost" } } }, "localname": "VariableAndShortTermLeaseCost", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsComponentsofLeaseCostDetails" ], "xbrltype": "monetaryItemType" }, "ual_VoluntarySeparationLeaveVSLProgramsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Voluntary Separation Leave (VSL) Programs", "label": "Voluntary Separation Leave (VSL) Programs [Member]", "terseLabel": "Voluntary Separation Leave Programs" } } }, "localname": "VoluntarySeparationLeaveVSLProgramsMember", "nsuri": "http://www.unitedcontinentalholdings.com/20221231", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AOCIAttributableToParentNetOfTaxRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "AOCI Attributable to Parent, Net of Tax [Roll Forward]", "terseLabel": "AOCI Attributable to Parent, Net of Tax [Roll Forward]" } } }, "localname": "AOCIAttributableToParentNetOfTaxRollForward", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/AccumulatedOtherComprehensiveIncomeLossComponentsoftheCompanysAOCIDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AccountingPoliciesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Accounting Policies [Abstract]", "terseLabel": "Accounting Policies [Abstract]" } } }, "localname": "AccountingPoliciesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_AccountingStandardsUpdateExtensibleList": { "auth_ref": [ "r198", "r199", "r200", "r201", "r202", "r259", "r260", "r261", "r317", "r318", "r324", "r325", "r326", "r327", "r328", "r329", "r558", "r559", "r560", "r579", "r580", "r590", "r591", "r592", "r599", "r600", "r601", "r602", "r603", "r604", "r605", "r606", "r607", "r608", "r609", "r610", "r623", "r624", "r625", "r626", "r627", "r628", "r629", "r630", "r639", "r640", "r644", "r645", "r646", "r664", "r665", "r666", "r667", "r668", "r669", "r720", "r721", "r722", "r723", "r724", "r725", "r726", "r727", "r728", "r729", "r730", "r731", "r839" ], "lang": { "en-us": { "role": { "documentation": "Indicates amendment to accounting standards.", "label": "Accounting Standards Update [Extensible Enumeration]", "terseLabel": "Accounting Standards Update [Extensible List]" } } }, "localname": "AccountingStandardsUpdateExtensibleList", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUAH" ], "xbrltype": "enumerationSetItemType" }, "us-gaap_AccountsPayableCurrent": { "auth_ref": [ "r14", "r792" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accounts Payable, Current", "terseLabel": "Accounts payable" } } }, "localname": "AccountsPayableCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsPayableRelatedPartiesCurrent": { "auth_ref": [ "r14", "r167", "r168", "r829" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount for accounts payable to related parties. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accounts Payable, Related Parties, Current", "terseLabel": "Accounts payable" } } }, "localname": "AccountsPayableRelatedPartiesCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedDefinedBenefitPlansAdjustmentMember": { "auth_ref": [ "r26", "r32", "r149", "r814", "r815", "r816" ], "lang": { "en-us": { "role": { "documentation": "Accumulated other comprehensive (income) loss related to defined benefit plans attributable to the parent.", "label": "Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member]", "terseLabel": "Pension and Other Postretirement Liabilities" } } }, "localname": "AccumulatedDefinedBenefitPlansAdjustmentMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/AccumulatedOtherComprehensiveIncomeLossComponentsoftheCompanysAOCIDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccumulatedNetUnrealizedInvestmentGainLossMember": { "auth_ref": [ "r220", "r221", "r222", "r223", "r231", "r232", "r814" ], "lang": { "en-us": { "role": { "documentation": "Accumulated unrealized gain (loss) on investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale), attributable to parent.", "label": "AOCI, Accumulated Gain (Loss), Debt Securities, Available-for-Sale, Parent [Member]", "terseLabel": "Investments and Other" } } }, "localname": "AccumulatedNetUnrealizedInvestmentGainLossMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/AccumulatedOtherComprehensiveIncomeLossComponentsoftheCompanysAOCIDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Accumulated Other Comprehensive Income (Loss) [Line Items]", "terseLabel": "Accumulated Other Comprehensive Income (Loss) [Line Items]" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/AccumulatedOtherComprehensiveIncomeLossComponentsoftheCompanysAOCIDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax": { "auth_ref": [ "r29", "r31", "r32", "r217", "r714", "r727", "r731" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 6.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.", "label": "Accumulated Other Comprehensive Income (Loss), Net of Tax", "terseLabel": "Accumulated other comprehensive income (loss)" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossNetOfTax", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossTable": { "auth_ref": [ "r230", "r231", "r631", "r632", "r633", "r634", "r635", "r637" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about components of accumulated other comprehensive income (loss).", "label": "Accumulated Other Comprehensive Income (Loss) [Table]", "terseLabel": "Accumulated Other Comprehensive Income (Loss) [Table]" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/AccumulatedOtherComprehensiveIncomeLossComponentsoftheCompanysAOCIDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeMember": { "auth_ref": [ "r28", "r32", "r149", "r669", "r722", "r723", "r814", "r815", "r816", "r836", "r837", "r838" ], "lang": { "en-us": { "role": { "documentation": "Accumulated increase (decrease) in equity from transactions and other events and circumstances from non-owner sources, attributable to the parent. Excludes net income (loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners.", "label": "AOCI Attributable to Parent [Member]", "terseLabel": "Accumulated Other Comprehensive Income (Loss)" } } }, "localname": "AccumulatedOtherComprehensiveIncomeMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/AccumulatedOtherComprehensiveIncomeLossComponentsoftheCompanysAOCIDetails", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUAH" ], "xbrltype": "domainItemType" }, "us-gaap_AdditionalPaidInCapitalCommonStock": { "auth_ref": [ "r9" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 3.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value received from shareholders in common stock-related transactions that are in excess of par value or stated value and amounts received from other stock-related transactions. Includes only common stock transactions (excludes preferred stock transactions). May be called contributed capital, capital in excess of par, capital surplus, or paid-in capital.", "label": "Additional Paid in Capital, Common Stock", "terseLabel": "Additional capital invested" } } }, "localname": "AdditionalPaidInCapitalCommonStock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdditionalPaidInCapitalMember": { "auth_ref": [ "r558", "r559", "r560", "r836", "r837", "r838", "r943" ], "lang": { "en-us": { "role": { "documentation": "Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders.", "label": "Additional Paid-in Capital [Member]", "terseLabel": "Additional Capital Invested" } } }, "localname": "AdditionalPaidInCapitalMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUAH" ], "xbrltype": "domainItemType" }, "us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue": { "auth_ref": [ "r139", "r140", "r519" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase to additional paid-in capital (APIC) for recognition of cost for award under share-based payment arrangement.", "label": "APIC, Share-Based Payment Arrangement, Increase for Cost Recognition", "terseLabel": "Stock-settled share-based compensation" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdjustmentsToAdditionalPaidInCapitalWarrantIssued": { "auth_ref": [ "r108", "r110", "r115" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in additional paid in capital (APIC) resulting from the issuance of warrants. Includes allocation of proceeds of debt securities issued with detachable stock purchase warrants.", "label": "Adjustments to Additional Paid in Capital, Warrant Issued", "terseLabel": "Warrants issued" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalWarrantIssued", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]", "terseLabel": "Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities -" } } }, "localname": "AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH" ], "xbrltype": "stringItemType" }, "us-gaap_AdvertisingCostsPolicyTextBlock": { "auth_ref": [ "r563" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for advertising cost.", "label": "Advertising Cost [Policy Text Block]", "terseLabel": "Advertising" } } }, "localname": "AdvertisingCostsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_AdvertisingExpense": { "auth_ref": [ "r564" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount charged to advertising expense for the period, which are expenses incurred with the objective of increasing revenue for a specified brand, product or product line.", "label": "Advertising Expense", "terseLabel": "Advertising expense" } } }, "localname": "AdvertisingExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AircraftMaintenanceMaterialsAndRepairs": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH": { "order": 6.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Maintenance costs incurred and directly related to services rendered by an entity during the reporting period. Includes the cost of inspections and repairs, materials and routine maintenance costs for all aircraft and engines.", "label": "Aircraft Maintenance, Materials, and Repairs", "terseLabel": "Aircraft maintenance materials and outside repairs" } } }, "localname": "AircraftMaintenanceMaterialsAndRepairs", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_AircraftRental": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH": { "order": 8.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Expenses incurred related to the lease of aircraft from outside third parties that are used in the entity's business operations.", "label": "Aircraft Rental", "terseLabel": "Aircraft rent" } } }, "localname": "AircraftRental", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_AirlineCapacityPurchaseArrangements": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH": { "order": 5.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Costs incurred related to air services provided by third-party transportation companies, including regional affiliates.", "label": "Airline, Capacity Purchase Arrangements", "terseLabel": "Regional capacity purchase" } } }, "localname": "AirlineCapacityPurchaseArrangements", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_AirlineDestinationDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Geographic areas as defined by the U.S. Department of Transportation.", "label": "Airline Destination [Domain]", "terseLabel": "Airline Destination [Domain]" } } }, "localname": "AirlineDestinationDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesOperatingRevenuebyPrincipalGeographicRegionDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AirlineDestinationsAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information about airline-related information by geographic areas as defined by the U.S. Department of Transportation.", "label": "Airline Destinations [Axis]", "terseLabel": "Airline Destinations [Axis]" } } }, "localname": "AirlineDestinationsAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesOperatingRevenuebyPrincipalGeographicRegionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AirlineRelatedInventoryNet": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 5.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Net carrying amount, as of the balance sheet date, of expendable merchandise, goods, commodities, or supplies to be used primarily in air transport of passengers and freight.", "label": "Airline Related Inventory, Net", "terseLabel": "Aircraft fuel, spare parts and supplies, less obsolescence allowance (2022\u2014$610; 2021\u2014$546)" } } }, "localname": "AirlineRelatedInventoryNet", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_AirlineRelatedInventoryValuationReserves": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The amount of the valuation account as of the balance sheet date which reduces the carrying amount of airline related inventory (including expendable merchandise, goods, commodities, or supplies to be used primarily in air transport of passengers or freight) to net realizable value; takes into consideration such factors as market value, excessive quantities based on expected sales, technological obsolescence, and shrinkage.", "label": "Airline Related Inventory, Valuation Reserves", "terseLabel": "Aircraft fuel, spare parts and supplies, obsolescence allowance" } } }, "localname": "AirlineRelatedInventoryValuationReserves", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAHParenthetical", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAParenthetical" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllocatedShareBasedCompensationExpense": { "auth_ref": [ "r552" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense for award under share-based payment arrangement. Excludes amount capitalized.", "label": "Share-Based Payment Arrangement, Expense", "terseLabel": "Compensation cost" } } }, "localname": "AllocatedShareBasedCompensationExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansInformationRelatedtoShareBasedCompensationPlanCostDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllowanceForCreditLossMember": { "auth_ref": [ "r831", "r832", "r833", "r834", "r835" ], "lang": { "en-us": { "role": { "documentation": "Allowance for credit loss from right to consideration in exchange for good or service transferred to customer when right is conditioned on something other than passage of time.", "label": "SEC Schedule, 12-09, Allowance, Credit Loss [Member]", "terseLabel": "Allowance for doubtful accounts" } } }, "localname": "AllowanceForCreditLossMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AllowanceForDoubtfulAccountsReceivableCurrent": { "auth_ref": [ "r218", "r316", "r330" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of allowance for credit loss on accounts receivable, classified as current.", "label": "Accounts Receivable, Allowance for Credit Loss, Current", "terseLabel": "Receivables, allowance for doubtful accounts" } } }, "localname": "AllowanceForDoubtfulAccountsReceivableCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAHParenthetical", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAParenthetical" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllowanceForNotesReceivableMember": { "auth_ref": [ "r831", "r832", "r833", "r834", "r835" ], "lang": { "en-us": { "role": { "documentation": "Allowance for portion expected to be uncollectible of receivable from written agreement to receive, at specified future date, money consisting of principal and accrued interest.", "label": "SEC Schedule, 12-09, Allowance, Notes Receivable [Member]", "terseLabel": "Allowance for credit losses - notes receivable" } } }, "localname": "AllowanceForNotesReceivableMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AmortizationOfFinancingCostsAndDiscounts": { "auth_ref": [ "r389", "r642", "r769", "r770", "r823" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization expense attributable to debt discount (premium) and debt issuance costs.", "label": "Amortization of Debt Issuance Costs and Discounts", "terseLabel": "Amortization of debt discount and debt issuance costs" } } }, "localname": "AmortizationOfFinancingCostsAndDiscounts", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_AmortizationOfIntangibleAssets": { "auth_ref": [ "r58", "r79", "r86" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method.", "label": "Amortization of Intangible Assets", "terseLabel": "Amortization expense" } } }, "localname": "AmortizationOfIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount": { "auth_ref": [ "r285" ], "lang": { "en-us": { "role": { "documentation": "Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.", "label": "Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount", "terseLabel": "Potentially dilutive securities (in shares)" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/EarningsLossPerShareDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis": { "auth_ref": [ "r68" ], "lang": { "en-us": { "role": { "documentation": "Information by type of antidilutive security.", "label": "Antidilutive Securities [Axis]", "terseLabel": "Antidilutive Securities [Axis]" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/EarningsLossPerShareDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]", "terseLabel": "Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/EarningsLossPerShareDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AntidilutiveSecuritiesNameDomain": { "auth_ref": [ "r68" ], "lang": { "en-us": { "role": { "documentation": "Incremental common shares attributable to securities that were not included in diluted earnings per share (EPS) because to do so would increase EPS amounts or decrease loss per share amounts for the period presented.", "label": "Antidilutive Securities, Name [Domain]", "terseLabel": "Antidilutive Securities, Name [Domain]" } } }, "localname": "AntidilutiveSecuritiesNameDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/EarningsLossPerShareDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AociBeforeTaxAttributableToParent": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount before tax of increase (decrease) in accumulated equity from transactions and other events and circumstances from non-owner sources, attributable to parent. Excludes net income (loss), and accumulated changes in equity from transactions resulting from investments by owners (distributions to owners).", "label": "AOCI before Tax, Attributable to Parent", "periodEndLabel": "Balance, before tax", "periodStartLabel": "Balance, before tax" } } }, "localname": "AociBeforeTaxAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/AccumulatedOtherComprehensiveIncomeLossComponentsoftheCompanysAOCIDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AociTaxAttributableToParent": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of tax expense (benefit) allocated to accumulated other comprehensive income (loss) attributable to parent.", "label": "AOCI Tax, Attributable to Parent", "negatedPeriodEndLabel": "Balance, deferred taxes", "negatedPeriodStartLabel": "Balance, deferred taxes" } } }, "localname": "AociTaxAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/AccumulatedOtherComprehensiveIncomeLossComponentsoftheCompanysAOCIDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ArrangementsAndNonarrangementTransactionsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Collaborative arrangement and arrangement other than collaborative applicable to revenue-generating activity or operations.", "label": "Collaborative Arrangement and Arrangement Other than Collaborative [Domain]", "terseLabel": "Collaborative Arrangement and Arrangement Other than Collaborative [Domain]" } } }, "localname": "ArrangementsAndNonarrangementTransactionsMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AssetBackedSecuritiesMember": { "auth_ref": [ "r779", "r849" ], "lang": { "en-us": { "role": { "documentation": "Securities that are primarily serviced by the cash flows of a discrete pool of receivables or other financial assets for example, but not limited to, credit card receivables, car loans, recreational vehicle loans, and mobile home loans.", "label": "Asset-Backed Securities [Member]", "verboseLabel": "Asset-backed securities" } } }, "localname": "AssetBackedSecuritiesMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableFairValueofFinancialAssetsandLiabilitiesMeasuredatFairValueonaRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AssetImpairmentCharges": { "auth_ref": [ "r58", "r92" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsComponentsofSpecialChargesDetails": { "order": 3.0, "parentTag": "us-gaap_RestructuringSettlementAndImpairmentProvisions", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of write-down of assets recognized in the income statement. Includes, but is not limited to, losses from tangible assets, intangible assets and goodwill.", "label": "Asset Impairment Charges", "terseLabel": "Impairment of assets" } } }, "localname": "AssetImpairmentCharges", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsComponentsofSpecialChargesDetails", "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_Assets": { "auth_ref": [ "r172", "r187", "r210", "r243", "r302", "r306", "r310", "r323", "r365", "r366", "r367", "r368", "r369", "r370", "r371", "r372", "r373", "r593", "r595", "r622", "r792", "r866", "r867", "r952" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets", "totalLabel": "Total assets" } } }, "localname": "Assets", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets [Abstract]", "terseLabel": "ASSETS" } } }, "localname": "AssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsCurrent": { "auth_ref": [ "r204", "r219", "r243", "r323", "r365", "r366", "r367", "r368", "r369", "r370", "r371", "r372", "r373", "r593", "r595", "r622", "r792", "r866", "r867", "r952" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 1.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets, Current", "totalLabel": "Total current assets" } } }, "localname": "AssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets, Current [Abstract]", "terseLabel": "Current assets:" } } }, "localname": "AssetsCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH", "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesReconciliationofCashCashEquivalentsandRestrictedCashDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AtlanticDestinationMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Atlantic destinations determined principally based on geographic region as defined by the U.S. Department of Transportation.", "label": "Atlantic Destination [Member]", "terseLabel": "Atlantic (including Africa, India and Middle East destinations)" } } }, "localname": "AtlanticDestinationMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesOperatingRevenuebyPrincipalGeographicRegionDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AwardTypeAxis": { "auth_ref": [ "r523", "r524", "r525", "r527", "r528", "r529", "r530", "r531", "r532", "r533", "r534", "r535", "r536", "r537", "r538", "r539", "r540", "r541", "r542", "r543", "r544", "r547", "r548", "r549", "r550", "r551" ], "lang": { "en-us": { "role": { "documentation": "Information by type of award under share-based payment arrangement.", "label": "Award Type [Axis]", "terseLabel": "Award Type" } } }, "localname": "AwardTypeAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansInformationRelatedtoShareBasedCompensationPlanCostDetails", "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansSummaryofRSUandRestrictedStockActivityDetails", "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansSummaryofUnearnedCompensationandWeightedAverageRemainingPeriodtoRecognizeCostsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BuildingImprovementsMember": { "auth_ref": [ "r94" ], "lang": { "en-us": { "role": { "documentation": "Addition, improvement, or renovation to a facility held for productive use including, but not limited to, office, production, storage and distribution facilities.", "label": "Building Improvements [Member]", "terseLabel": "Building improvements" } } }, "localname": "BuildingImprovementsMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesEstimatedUsefulLivesofPropertyandEquipmentDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BuildingMember": { "auth_ref": [ "r94" ], "lang": { "en-us": { "role": { "documentation": "Facility held for productive use including, but not limited to, office, production, storage and distribution facilities.", "label": "Building [Member]", "terseLabel": "Buildings" } } }, "localname": "BuildingMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesEstimatedUsefulLivesofPropertyandEquipmentDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BusinessAcquisitionIntegrationRestructuringAndOtherRelatedCostsTextBlock": { "auth_ref": [ "r148" ], "lang": { "en-us": { "role": { "documentation": "The entire description for costs incurred to effect a business combination that have been expensed during the period. Such costs could include business integration costs, systems integration and conversion costs, and severance and other employee-related costs.", "label": "Business Acquisition, Integration, Restructuring and Other Related Costs [Text Block]", "terseLabel": "SPECIAL CHARGES (CREDITS)" } } }, "localname": "BusinessAcquisitionIntegrationRestructuringAndOtherRelatedCostsTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCredits" ], "xbrltype": "textBlockItemType" }, "us-gaap_CapitalizedComputerSoftwareGross": { "auth_ref": [ "r964" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before accumulated amortization of capitalized costs for computer software, including but not limited to, acquired and internally developed computer software.", "label": "Capitalized Computer Software, Gross", "terseLabel": "Carrying value of computer software" } } }, "localname": "CapitalizedComputerSoftwareGross", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CargoAndFreightMember": { "auth_ref": [ "r872" ], "lang": { "en-us": { "role": { "documentation": "Product transported between locations.", "label": "Cargo and Freight [Member]", "terseLabel": "Cargo" } } }, "localname": "CargoAndFreightMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH" ], "xbrltype": "domainItemType" }, "us-gaap_CarryingReportedAmountFairValueDisclosureMember": { "auth_ref": [ "r159", "r160" ], "lang": { "en-us": { "role": { "documentation": "Measured as reported on the statement of financial position (balance sheet).", "label": "Reported Value Measurement [Member]", "terseLabel": "Carrying Amount" } } }, "localname": "CarryingReportedAmountFairValueDisclosureMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableCarryingAmountsandEstimatedFairValuesofFinancialInstrumentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CashAndCashEquivalentsAtCarryingValue": { "auth_ref": [ "r60", "r206", "r758" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 1.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 }, "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesReconciliationofCashCashEquivalentsandRestrictedCashDetails": { "order": 3.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.", "label": "Cash and Cash Equivalents, at Carrying Value", "terseLabel": "Cash and cash equivalents" } } }, "localname": "CashAndCashEquivalentsAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH", "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesReconciliationofCashCashEquivalentsandRestrictedCashDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsFairValueDisclosure": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash and Cash Equivalents, Fair Value Disclosure", "terseLabel": "Cash and cash equivalents" } } }, "localname": "CashAndCashEquivalentsFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableFairValueofFinancialAssetsandLiabilitiesMeasuredatFairValueonaRecurringBasisDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Cash and Cash Equivalents [Line Items]", "terseLabel": "Cash and Cash Equivalents [Line Items]" } } }, "localname": "CashAndCashEquivalentsLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesReconciliationofCashCashEquivalentsandRestrictedCashDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CashAndCashEquivalentsPolicyTextBlock": { "auth_ref": [ "r61" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.", "label": "Cash and Cash Equivalents, Policy [Policy Text Block]", "terseLabel": "Cash and Cash Equivalents and Restricted Cash" } } }, "localname": "CashAndCashEquivalentsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents": { "auth_ref": [ "r55", "r60", "r66" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesReconciliationofCashCashEquivalentsandRestrictedCashDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents", "periodEndLabel": "Cash, cash equivalents and restricted cash at end of year", "periodStartLabel": "Cash, cash equivalents and restricted cash at beginning of year", "totalLabel": "Total cash, cash equivalents and restricted cash shown in the statement of consolidated cash flows" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesReconciliationofCashCashEquivalentsandRestrictedCashDetails", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect": { "auth_ref": [ "r55", "r161" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in cash, cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect", "totalLabel": "Net increase (decrease) in cash, cash equivalents and restricted cash" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract]", "terseLabel": "Investing and Financing Activities Not Affecting Cash:" } } }, "localname": "CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH" ], "xbrltype": "stringItemType" }, "us-gaap_ClassOfStockDomain": { "auth_ref": [ "r213", "r214", "r215", "r243", "r274", "r279", "r282", "r284", "r291", "r292", "r323", "r365", "r367", "r368", "r369", "r372", "r373", "r394", "r395", "r397", "r401", "r408", "r622", "r753", "r805", "r825", "r841" ], "lang": { "en-us": { "role": { "documentation": "Share of stock differentiated by the voting rights the holder receives. Examples include, but are not limited to, common stock, redeemable preferred stock, nonredeemable preferred stock, and convertible stock.", "label": "Class of Stock [Domain]", "terseLabel": "Class of Stock [Domain]" } } }, "localname": "ClassOfStockDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage" ], "xbrltype": "domainItemType" }, "us-gaap_ClassOfWarrantOrRightAxis": { "auth_ref": [ "r118", "r133" ], "lang": { "en-us": { "role": { "documentation": "Information by type of warrant or right issued.", "label": "Class of Warrant or Right [Axis]", "terseLabel": "Class of Warrant or Right [Axis]" } } }, "localname": "ClassOfWarrantOrRightAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommonStockholdersEquityandPreferredSecuritiesSummaryofWarrantsOutstandingDetails", "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ClassOfWarrantOrRightDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the class or type of warrant or right outstanding. Warrants and rights represent derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months.", "label": "Class of Warrant or Right [Domain]", "terseLabel": "Class of Warrant or Right [Domain]" } } }, "localname": "ClassOfWarrantOrRightDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommonStockholdersEquityandPreferredSecuritiesSummaryofWarrantsOutstandingDetails", "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1": { "auth_ref": [ "r409" ], "lang": { "en-us": { "role": { "documentation": "Exercise price per share or per unit of warrants or rights outstanding.", "label": "Class of Warrant or Right, Exercise Price of Warrants or Rights", "verboseLabel": "Exercise Price (in dollars per share)" } } }, "localname": "ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommonStockholdersEquityandPreferredSecuritiesSummaryofWarrantsOutstandingDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ClassOfWarrantOrRightLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Class of Warrant or Right [Line Items]", "terseLabel": "Class of Warrant or Right [Line Items]" } } }, "localname": "ClassOfWarrantOrRightLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommonStockholdersEquityandPreferredSecuritiesNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/CommonStockholdersEquityandPreferredSecuritiesSummaryofWarrantsOutstandingDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ClassOfWarrantOrRightOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of warrants or rights outstanding.", "label": "Class of Warrant or Right, Outstanding", "verboseLabel": "Number of Shares of UAL Common Stock (in shares)" } } }, "localname": "ClassOfWarrantOrRightOutstanding", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommonStockholdersEquityandPreferredSecuritiesSummaryofWarrantsOutstandingDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ClassOfWarrantOrRightTable": { "auth_ref": [ "r118", "r133" ], "lang": { "en-us": { "role": { "documentation": "Disclosure for warrants or rights issued, which includes the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.", "label": "Class of Warrant or Right [Table]", "terseLabel": "Class of Warrant or Right [Table]" } } }, "localname": "ClassOfWarrantOrRightTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommonStockholdersEquityandPreferredSecuritiesNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/CommonStockholdersEquityandPreferredSecuritiesSummaryofWarrantsOutstandingDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CollateralizedDebtObligationsMember": { "auth_ref": [ "r74", "r895" ], "lang": { "en-us": { "role": { "documentation": "Securities collateralized by a pool of assets.", "label": "Collateralized Debt Obligations [Member]", "terseLabel": "Cash Collateralized Letters of Credit" } } }, "localname": "CollateralizedDebtObligationsMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CommitmentsAndContingencies": { "auth_ref": [ "r22", "r179", "r193" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 6.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur.", "label": "Commitments and Contingencies", "terseLabel": "Commitments and contingencies" } } }, "localname": "CommitmentsAndContingencies", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Commitments and Contingencies Disclosure [Abstract]", "terseLabel": "Commitments and Contingencies Disclosure [Abstract]" } } }, "localname": "CommitmentsAndContingenciesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureTextBlock": { "auth_ref": [ "r101", "r355", "r357", "r748", "r865" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for commitments and contingencies.", "label": "Commitments and Contingencies Disclosure [Text Block]", "terseLabel": "COMMITMENTS AND CONTINGENCIES" } } }, "localname": "CommitmentsAndContingenciesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingencies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CommonStockCapitalSharesReservedForFutureIssuance": { "auth_ref": [ "r23" ], "lang": { "en-us": { "role": { "documentation": "Aggregate number of common shares reserved for future issuance.", "label": "Common Stock, Capital Shares Reserved for Future Issuance", "terseLabel": "Common stock reserved for future issuance (in shares)" } } }, "localname": "CommonStockCapitalSharesReservedForFutureIssuance", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommonStockholdersEquityandPreferredSecuritiesNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockMember": { "auth_ref": [ "r836", "r837", "r943" ], "lang": { "en-us": { "role": { "documentation": "Stock that is subordinate to all other stock of the issuer.", "label": "Common Stock [Member]", "terseLabel": "Common Stock" } } }, "localname": "CommonStockMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUAH" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockParOrStatedValuePerShare": { "auth_ref": [ "r8" ], "lang": { "en-us": { "role": { "documentation": "Face amount or stated value per share of common stock.", "label": "Common Stock, Par or Stated Value Per Share", "terseLabel": "Common stock, par value (in dollars per share)" } } }, "localname": "CommonStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAHParenthetical", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAParenthetical" ], "xbrltype": "perShareItemType" }, "us-gaap_CommonStockSharesAuthorized": { "auth_ref": [ "r8" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of common shares permitted to be issued by an entity's charter and bylaws.", "label": "Common Stock, Shares Authorized", "terseLabel": "Common shares, authorized (in shares)" } } }, "localname": "CommonStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAHParenthetical", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesIssued": { "auth_ref": [ "r8" ], "lang": { "en-us": { "role": { "documentation": "Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.", "label": "Common Stock, Shares, Issued", "terseLabel": "Common shares, issued (in shares)" } } }, "localname": "CommonStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAHParenthetical", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesOutstanding": { "auth_ref": [ "r8", "r110" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.", "label": "Common Stock, Shares, Outstanding", "periodEndLabel": "Balance (in shares)", "periodStartLabel": "Balance (in shares)", "terseLabel": "Common shares, outstanding (in shares)" } } }, "localname": "CommonStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAHParenthetical", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAParenthetical", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUAH" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockValue": { "auth_ref": [ "r8", "r792" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 2.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Common Stock, Value, Issued", "terseLabel": "Common stock at par, $0.01 par value; authorized 1,000,000,000 shares; outstanding 326,930,321 and 323,810,825 shares at December\u00a031, 2022 and 2021, respectively", "verboseLabel": "Common Stock, Value, Issued" } } }, "localname": "CommonStockValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_CompensationAndRetirementDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Retirement Benefits [Abstract]", "terseLabel": "Retirement Benefits [Abstract]" } } }, "localname": "CompensationAndRetirementDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_ComprehensiveIncomeNetOfTax": { "auth_ref": [ "r33", "r227", "r229", "r234", "r711", "r716" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedComprehensiveIncomeLossUAH": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.", "label": "Comprehensive Income (Loss), Net of Tax, Attributable to Parent", "totalLabel": "Total comprehensive income (loss), net" } } }, "localname": "ComprehensiveIncomeNetOfTax", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedComprehensiveIncomeLossUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedComprehensiveIncomeLossUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_ComprehensiveIncomeNoteTextBlock": { "auth_ref": [ "r47", "r233", "r710", "r715" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for comprehensive income, which includes, but is not limited to, 1) the amount of income tax expense or benefit allocated to each component of other comprehensive income, including reclassification adjustments, 2) the reclassification adjustments for each classification of other comprehensive income and 3) the ending accumulated balances for each component of comprehensive income.", "label": "Comprehensive Income (Loss) Note [Text Block]", "terseLabel": "ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (\"AOCI\")" } } }, "localname": "ComprehensiveIncomeNoteTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/AccumulatedOtherComprehensiveIncomeLoss" ], "xbrltype": "textBlockItemType" }, "us-gaap_ContractWithCustomerAssetAndLiabilityTableTextBlock": { "auth_ref": [ "r870" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of receivable, contract asset, and contract liability from contract with customer. Includes, but is not limited to, change in contract asset and contract liability.", "label": "Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block]", "terseLabel": "Roll Forward of Frequent Flyer Deferred Revenue" } } }, "localname": "ContractWithCustomerAssetAndLiabilityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ContractWithCustomerLiability": { "auth_ref": [ "r411", "r412", "r424" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of obligation to transfer good or service to customer for which consideration has been received or is receivable.", "label": "Contract with Customer, Liability", "periodEndLabel": "Total Frequent flyer deferred revenue - ending balance", "periodStartLabel": "Total Frequent flyer deferred revenue - beginning balance" } } }, "localname": "ContractWithCustomerLiability", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesRollForwardofFrequentFlierDeferredRevenueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerLiabilityRevenueRecognized": { "auth_ref": [ "r425" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of revenue recognized that was previously included in balance of obligation to transfer good or service to customer for which consideration from customer has been received or is due.", "label": "Contract with Customer, Liability, Revenue Recognized", "terseLabel": "Revenue recognized" } } }, "localname": "ContractWithCustomerLiabilityRevenueRecognized", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractualObligation": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsFutureLeasePaymentunderTermsofCapacityPurchaseAgreementDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsFutureLeasePaymentunderTermsofCapacityPurchaseAgreementDetails_1": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of contractual obligation, including but not limited to, long-term debt, capital lease obligations, operating lease obligations, purchase obligations, and other commitments.", "label": "Contractual Obligation", "terseLabel": "Aggregate balance", "totalLabel": "Total" } } }, "localname": "ContractualObligation", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsFutureLeasePaymentunderTermsofCapacityPurchaseAgreementDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractualObligationDueAfterFifthYear": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsFutureLeasePaymentunderTermsofCapacityPurchaseAgreementDetails_1": { "order": 6.0, "parentTag": "us-gaap_ContractualObligation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of contractual obligation to be paid after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Contractual Obligation, to be Paid, after Year Five", "terseLabel": "After 2027" } } }, "localname": "ContractualObligationDueAfterFifthYear", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsFutureLeasePaymentunderTermsofCapacityPurchaseAgreementDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractualObligationDueInFifthYear": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsFutureLeasePaymentunderTermsofCapacityPurchaseAgreementDetails_1": { "order": 5.0, "parentTag": "us-gaap_ContractualObligation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of contractual obligation to be paid in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Contractual Obligation, to be Paid, Year Five", "terseLabel": "2027" } } }, "localname": "ContractualObligationDueInFifthYear", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsFutureLeasePaymentunderTermsofCapacityPurchaseAgreementDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractualObligationDueInFourthYear": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsFutureLeasePaymentunderTermsofCapacityPurchaseAgreementDetails_1": { "order": 4.0, "parentTag": "us-gaap_ContractualObligation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of contractual obligation to be paid in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Contractual Obligation, to be Paid, Year Four", "terseLabel": "2026" } } }, "localname": "ContractualObligationDueInFourthYear", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsFutureLeasePaymentunderTermsofCapacityPurchaseAgreementDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractualObligationDueInNextTwelveMonths": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsFutureLeasePaymentunderTermsofCapacityPurchaseAgreementDetails_1": { "order": 1.0, "parentTag": "us-gaap_ContractualObligation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of contractual obligation to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Contractual Obligation, to be Paid, Year One", "terseLabel": "2023" } } }, "localname": "ContractualObligationDueInNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsFutureLeasePaymentunderTermsofCapacityPurchaseAgreementDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractualObligationDueInSecondYear": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsFutureLeasePaymentunderTermsofCapacityPurchaseAgreementDetails_1": { "order": 2.0, "parentTag": "us-gaap_ContractualObligation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of contractual obligation to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Contractual Obligation, to be Paid, Year Two", "terseLabel": "2024" } } }, "localname": "ContractualObligationDueInSecondYear", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsFutureLeasePaymentunderTermsofCapacityPurchaseAgreementDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractualObligationDueInThirdYear": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsFutureLeasePaymentunderTermsofCapacityPurchaseAgreementDetails_1": { "order": 3.0, "parentTag": "us-gaap_ContractualObligation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of contractual obligation to be paid in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Contractual Obligation, to be Paid, Year Three", "terseLabel": "2025" } } }, "localname": "ContractualObligationDueInThirdYear", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsFutureLeasePaymentunderTermsofCapacityPurchaseAgreementDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CorporateDebtSecuritiesMember": { "auth_ref": [ "r779", "r781", "r963" ], "lang": { "en-us": { "role": { "documentation": "Debt securities issued by domestic or foreign corporate business, banks and other entities with a promise of repayment.", "label": "Corporate Debt Securities [Member]", "verboseLabel": "Corporate debt" } } }, "localname": "CorporateDebtSecuritiesMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableFairValueofFinancialAssetsandLiabilitiesMeasuredatFairValueonaRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CostsAndExpenses": { "auth_ref": [ "r37" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH": { "order": 2.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Total costs of sales and operating expenses for the period.", "label": "Costs and Expenses", "totalLabel": "Total operating expense" } } }, "localname": "CostsAndExpenses", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_CostsAndExpensesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Costs and Expenses [Abstract]", "terseLabel": "Operating expense:" } } }, "localname": "CostsAndExpensesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH" ], "xbrltype": "stringItemType" }, "us-gaap_CostsAndExpensesRelatedParty": { "auth_ref": [ "r39" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Costs of sales and operating expenses for the period incurred from transactions with related parties.", "label": "Costs and Expenses, Related Party", "verboseLabel": "Expenses" } } }, "localname": "CostsAndExpensesRelatedParty", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CreditFacilityAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of credit facility. Credit facilities provide capital to borrowers without the need to structure a loan for each borrowing.", "label": "Credit Facility [Axis]", "terseLabel": "Credit Facility [Axis]" } } }, "localname": "CreditFacilityAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CreditFacilityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Type of credit facility. Credit facilities provide capital to borrowers without the need to structure a loan for each borrowing.", "label": "Credit Facility [Domain]", "terseLabel": "Credit Facility [Domain]" } } }, "localname": "CreditFacilityDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CurrentIncomeTaxExpenseBenefit": { "auth_ref": [ "r146", "r577", "r584", "r828" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/IncomeTaxesIncomeTaxProvisionBenefitDifferedfromAmountsComputedattheStatutoryFederalIncomeTaxRateandSignificantComponentsDetails_1": { "order": 1.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current income tax expense (benefit) pertaining to taxable income (loss) from continuing operations.", "label": "Current Income Tax Expense (Benefit)", "terseLabel": "Current" } } }, "localname": "CurrentIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesIncomeTaxProvisionBenefitDifferedfromAmountsComputedattheStatutoryFederalIncomeTaxRateandSignificantComponentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Debt Disclosure [Abstract]", "terseLabel": "Debt Disclosure [Abstract]" } } }, "localname": "DebtDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentAxis": { "auth_ref": [ "r1", "r2", "r3", "r173", "r175", "r184", "r246", "r374", "r375", "r376", "r377", "r378", "r379", "r380", "r381", "r382", "r383", "r384", "r385", "r386", "r387", "r388", "r389", "r643", "r766", "r767", "r768", "r769", "r770", "r826" ], "lang": { "en-us": { "role": { "documentation": "Information by type of debt instrument, including, but not limited to, draws against credit facilities.", "label": "Debt Instrument [Axis]", "terseLabel": "Debt Instrument [Axis]" } } }, "localname": "DebtInstrumentAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/DebtNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/DebtSummaryofCollateralCovenantsandCrossDefaultProvisionsDetails", "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails", "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentBasisSpreadOnVariableRate1": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage points added to the reference rate to compute the variable rate on the debt instrument.", "label": "Debt Instrument, Basis Spread on Variable Rate", "terseLabel": "Basis spread on variable rate" } } }, "localname": "DebtInstrumentBasisSpreadOnVariableRate1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentCarryingAmount": { "auth_ref": [ "r3", "r175", "r184", "r391" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, before unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but is not limited to, notes payable, bonds payable, commercial loans, mortgage loans, convertible debt, subordinated debt and other types of debt.", "label": "Long-Term Debt, Gross", "totalLabel": "Long term debt" } } }, "localname": "DebtInstrumentCarryingAmount", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentFaceAmount": { "auth_ref": [ "r163", "r165", "r374", "r643", "r767", "r768" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Face (par) amount of debt instrument at time of issuance.", "label": "Debt Instrument, Face Amount", "terseLabel": "Aggregate principal amount" } } }, "localname": "DebtInstrumentFaceAmount", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/DebtNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentInterestRateStatedPercentage": { "auth_ref": [ "r19", "r375" ], "lang": { "en-us": { "role": { "documentation": "Contractual interest rate for funds borrowed, under the debt agreement.", "label": "Debt Instrument, Interest Rate, Stated Percentage", "terseLabel": "Fixed interest rate", "verboseLabel": "Stated interest rate" } } }, "localname": "DebtInstrumentInterestRateStatedPercentage", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails", "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Debt Instrument [Line Items]", "terseLabel": "Debt Instrument [Line Items]" } } }, "localname": "DebtInstrumentLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtContractualPrincipalPaymentsunderOutstandingLongTermDebtAgreementsDetails", "http://www.unitedcontinentalholdings.com/role/DebtNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/DebtSummaryofCollateralCovenantsandCrossDefaultProvisionsDetails", "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentNameDomain": { "auth_ref": [ "r20", "r246", "r374", "r375", "r376", "r377", "r378", "r379", "r380", "r381", "r382", "r383", "r384", "r385", "r386", "r387", "r388", "r389", "r643", "r766", "r767", "r768", "r769", "r770", "r826" ], "lang": { "en-us": { "role": { "documentation": "The name for the particular debt instrument or borrowing that distinguishes it from other debt instruments or borrowings, including draws against credit facilities.", "label": "Debt Instrument, Name [Domain]", "terseLabel": "Debt Instrument, Name [Domain]" } } }, "localname": "DebtInstrumentNameDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/DebtNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/DebtSummaryofCollateralCovenantsandCrossDefaultProvisionsDetails", "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails", "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtInstrumentTable": { "auth_ref": [ "r20", "r111", "r112", "r113", "r114", "r162", "r163", "r165", "r182", "r246", "r374", "r375", "r376", "r377", "r378", "r379", "r380", "r381", "r382", "r383", "r384", "r385", "r386", "r387", "r388", "r389", "r390", "r643", "r766", "r767", "r768", "r769", "r770", "r826" ], "lang": { "en-us": { "role": { "documentation": "A table or schedule providing information pertaining to long-term debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer.", "label": "Schedule of Long-Term Debt Instruments [Table]", "terseLabel": "Schedule of Long-term Debt Instruments [Table]" } } }, "localname": "DebtInstrumentTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtContractualPrincipalPaymentsunderOutstandingLongTermDebtAgreementsDetails", "http://www.unitedcontinentalholdings.com/role/DebtNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/DebtSummaryofCollateralCovenantsandCrossDefaultProvisionsDetails", "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentTerm": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Period of time between issuance and maturity of debt instrument, in PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Debt Instrument, Term", "terseLabel": "Term of debt" } } }, "localname": "DebtInstrumentTerm", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails" ], "xbrltype": "durationItemType" }, "us-gaap_DebtInstrumentUnamortizedDiscountPremiumAndDebtIssuanceCostsNet": { "auth_ref": [ "r164", "r380", "r392", "r767", "r768" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails": { "order": 1.0, "parentTag": "us-gaap_DebtInstrumentCarryingAmount", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of unamortized debt discount (premium) and debt issuance costs.", "label": "Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net", "verboseLabel": "Less: unamortized debt discount, premiums and debt issuance costs" } } }, "localname": "DebtInstrumentUnamortizedDiscountPremiumAndDebtIssuanceCostsNet", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredCompensationSharebasedArrangementsLiabilityCurrentAndNoncurrent": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate carrying value as of the balance sheet date of the liabilities for stock option plans and other equity-based compensation arrangements.", "label": "Deferred Compensation Share-Based Arrangements, Liability, Current and Noncurrent", "terseLabel": "Liabilities related to share based payments" } } }, "localname": "DeferredCompensationSharebasedArrangementsLiabilityCurrentAndNoncurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredCreditsAndOtherLiabilitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Deferred Credits and Other Liabilities [Abstract]", "terseLabel": "Other liabilities and deferred credits:" } } }, "localname": "DeferredCreditsAndOtherLiabilitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "stringItemType" }, "us-gaap_DeferredIncomeTaxAssetsNet": { "auth_ref": [ "r566", "r567" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 4.0, "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, with jurisdictional netting.", "label": "Deferred Income Tax Assets, Net", "terseLabel": "Deferred income taxes" } } }, "localname": "DeferredIncomeTaxAssetsNet", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxExpenseBenefit": { "auth_ref": [ "r58", "r146", "r578", "r583", "r584", "r828" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/IncomeTaxesIncomeTaxProvisionBenefitDifferedfromAmountsComputedattheStatutoryFederalIncomeTaxRateandSignificantComponentsDetails_1": { "order": 2.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 }, "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH": { "order": 14.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Income Tax Expense (Benefit)", "terseLabel": "Deferred", "verboseLabel": "Deferred income tax (benefit)" } } }, "localname": "DeferredIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesIncomeTaxProvisionBenefitDifferedfromAmountsComputedattheStatutoryFederalIncomeTaxRateandSignificantComponentsDetails", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxLiabilities": { "auth_ref": [ "r5", "r6", "r174", "r183", "r574" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/IncomeTaxesTemporaryDifferencesandCarryforwardsGivingRisetoDeferredTaxAssetsandLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxAssetsLiabilitiesNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences.", "label": "Deferred Tax Liabilities, Gross", "negatedTotalLabel": "Total deferred tax liabilities" } } }, "localname": "DeferredIncomeTaxLiabilities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesTemporaryDifferencesandCarryforwardsGivingRisetoDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxesAndTaxCredits": { "auth_ref": [ "r59" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred income tax expense (benefit) and income tax credits.", "label": "Deferred Income Taxes and Tax Credits", "terseLabel": "Deferred income tax expense" } } }, "localname": "DeferredIncomeTaxesAndTaxCredits", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/AccumulatedOtherComprehensiveIncomeLossComponentsoftheCompanysAOCIDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetInterestCarryforward": { "auth_ref": [ "r937" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/IncomeTaxesTemporaryDifferencesandCarryforwardsGivingRisetoDeferredTaxAssetsandLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before allocation of valuation allowance, of deferred tax asset attributable to deductible interest carryforward.", "label": "Deferred Tax Asset, Interest Carryforward", "terseLabel": "Interest expense carryforward" } } }, "localname": "DeferredTaxAssetInterestCarryforward", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesTemporaryDifferencesandCarryforwardsGivingRisetoDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsDeferredIncome": { "auth_ref": [ "r145", "r937" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/IncomeTaxesTemporaryDifferencesandCarryforwardsGivingRisetoDeferredTaxAssetsandLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from deferred income.", "label": "Deferred Tax Assets, Deferred Income", "terseLabel": "Deferred revenue" } } }, "localname": "DeferredTaxAssetsDeferredIncome", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesTemporaryDifferencesandCarryforwardsGivingRisetoDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsLiabilitiesNet": { "auth_ref": [ "r936" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/IncomeTaxesTemporaryDifferencesandCarryforwardsGivingRisetoDeferredTaxAssetsandLiabilitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, without jurisdictional netting.", "label": "Deferred Tax Assets, Net", "totalLabel": "Net deferred tax asset" } } }, "localname": "DeferredTaxAssetsLiabilitiesNet", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesTemporaryDifferencesandCarryforwardsGivingRisetoDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsNet": { "auth_ref": [ "r936" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/IncomeTaxesTemporaryDifferencesandCarryforwardsGivingRisetoDeferredTaxAssetsandLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxAssetsLiabilitiesNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.", "label": "Deferred Tax Assets, Net of Valuation Allowance", "totalLabel": "Total deferred tax assets" } } }, "localname": "DeferredTaxAssetsNet", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesTemporaryDifferencesandCarryforwardsGivingRisetoDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsNetAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Deferred Tax Assets, Net [Abstract]", "terseLabel": "Deferred income tax asset (liability):" } } }, "localname": "DeferredTaxAssetsNetAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesTemporaryDifferencesandCarryforwardsGivingRisetoDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwards": { "auth_ref": [ "r145", "r937" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/IncomeTaxesTemporaryDifferencesandCarryforwardsGivingRisetoDeferredTaxAssetsandLiabilitiesDetails": { "order": 5.0, "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards.", "label": "Deferred Tax Assets, Operating Loss Carryforwards", "terseLabel": "Federal and state net operating loss (\"NOL\") carryforwards" } } }, "localname": "DeferredTaxAssetsOperatingLossCarryforwards", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesTemporaryDifferencesandCarryforwardsGivingRisetoDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwardsNotSubjectToExpiration": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards that are not subject to expiration dates.", "label": "Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration", "terseLabel": "NOLs without an expiration date" } } }, "localname": "DeferredTaxAssetsOperatingLossCarryforwardsNotSubjectToExpiration", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOther": { "auth_ref": [ "r145", "r937" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/IncomeTaxesTemporaryDifferencesandCarryforwardsGivingRisetoDeferredTaxAssetsandLiabilitiesDetails": { "order": 3.0, "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before allocation of valuation allowance, of deferred tax asset attributable to deductible temporary differences, classified as other.", "label": "Deferred Tax Assets, Other", "terseLabel": "Other" } } }, "localname": "DeferredTaxAssetsOther", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesTemporaryDifferencesandCarryforwardsGivingRisetoDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefits": { "auth_ref": [ "r145", "r937" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/IncomeTaxesTemporaryDifferencesandCarryforwardsGivingRisetoDeferredTaxAssetsandLiabilitiesDetails": { "order": 4.0, "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from compensation and benefits costs.", "label": "Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits", "terseLabel": "Employee benefits, including pension, postretirement and medical" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefits", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesTemporaryDifferencesandCarryforwardsGivingRisetoDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r575" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/IncomeTaxesTemporaryDifferencesandCarryforwardsGivingRisetoDeferredTaxAssetsandLiabilitiesDetails": { "order": 6.0, "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized.", "label": "Deferred Tax Assets, Valuation Allowance", "negatedLabel": "Less: Valuation allowance" } } }, "localname": "DeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesTemporaryDifferencesandCarryforwardsGivingRisetoDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesGoodwillAndIntangibleAssetsIntangibleAssets": { "auth_ref": [ "r145", "r937" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/IncomeTaxesTemporaryDifferencesandCarryforwardsGivingRisetoDeferredTaxAssetsandLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from intangible assets other than goodwill.", "label": "Deferred Tax Liabilities, Intangible Assets", "negatedLabel": "Intangibles" } } }, "localname": "DeferredTaxLiabilitiesGoodwillAndIntangibleAssetsIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesTemporaryDifferencesandCarryforwardsGivingRisetoDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesLeasingArrangements": { "auth_ref": [ "r145", "r937" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/IncomeTaxesTemporaryDifferencesandCarryforwardsGivingRisetoDeferredTaxAssetsandLiabilitiesDetails": { "order": 3.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from leasing arrangements.", "label": "Deferred Tax Liabilities, Leasing Arrangements", "negatedTerseLabel": "Operating lease right-of-use asset" } } }, "localname": "DeferredTaxLiabilitiesLeasingArrangements", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesTemporaryDifferencesandCarryforwardsGivingRisetoDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesPropertyPlantAndEquipment": { "auth_ref": [ "r145", "r937" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/IncomeTaxesTemporaryDifferencesandCarryforwardsGivingRisetoDeferredTaxAssetsandLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from property, plant, and equipment.", "label": "Deferred Tax Liabilities, Property, Plant and Equipment", "negatedLabel": "Depreciation" } } }, "localname": "DeferredTaxLiabilitiesPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesTemporaryDifferencesandCarryforwardsGivingRisetoDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPensionPlanLiabilitiesNoncurrent": { "auth_ref": [ "r4", "r122", "r123", "r124" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 2.0, "parentTag": "ual_OtherLiabilitiesAndDeferredCreditsNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liability, recognized in statement of financial position, for defined benefit pension plan, classified as noncurrent. Excludes other postretirement benefit plan.", "label": "Liability, Defined Benefit Pension Plan, Noncurrent", "terseLabel": "Pension liability" } } }, "localname": "DefinedBenefitPensionPlanLiabilitiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanAccumulatedBenefitObligation": { "auth_ref": [ "r461" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of actuarial present value of benefits attributed to employee service rendered, excluding assumptions about future compensation level.", "label": "Defined Benefit Plan, Accumulated Benefit Obligation", "terseLabel": "Accumulated benefit obligation" } } }, "localname": "DefinedBenefitPlanAccumulatedBenefitObligation", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanAccumulatedOtherComprehensiveIncomeBeforeTax": { "auth_ref": [ "r27", "r32", "r914" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before tax, of accumulated other comprehensive (income) loss for defined benefit plan, that has not been recognized in net periodic benefit cost (credit).", "label": "Defined Benefit Plan, Accumulated Other Comprehensive (Income) Loss, before Tax", "negatedTotalLabel": "Total accumulated other comprehensive loss" } } }, "localname": "DefinedBenefitPlanAccumulatedOtherComprehensiveIncomeBeforeTax", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanAccumulatedOtherComprehensiveIncomeNetGainsLossesBeforeTax": { "auth_ref": [ "r32", "r473" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails": { "order": 1.0, "parentTag": "us-gaap_DefinedBenefitPlanAccumulatedOtherComprehensiveIncomeBeforeTax", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, before tax, of accumulated other comprehensive income (loss) for gain (loss) of defined benefit plan, that has not been recognized in net periodic benefit (cost) credit.", "label": "Defined Benefit Plan, Accumulated Other Comprehensive Income (Loss), Gain (Loss), before Tax", "verboseLabel": "Net actuarial loss" } } }, "localname": "DefinedBenefitPlanAccumulatedOtherComprehensiveIncomeNetGainsLossesBeforeTax", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanAccumulatedOtherComprehensiveIncomeNetPriorServiceCostCreditBeforeTax": { "auth_ref": [ "r32", "r473" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails": { "order": 2.0, "parentTag": "us-gaap_DefinedBenefitPlanAccumulatedOtherComprehensiveIncomeBeforeTax", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before tax, of accumulated other comprehensive (income) loss for cost (credit) of benefit change attributable to participants' prior service from plan amendment or plan initiation of defined benefit plan, that has not been recognized in net periodic benefit cost (credit).", "label": "Defined Benefit Plan, Accumulated Other Comprehensive (Income) Loss, Prior Service Cost (Credit), before Tax", "negatedTerseLabel": "Prior service cost" } } }, "localname": "DefinedBenefitPlanAccumulatedOtherComprehensiveIncomeNetPriorServiceCostCreditBeforeTax", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanActualReturnOnPlanAssets": { "auth_ref": [ "r443", "r781" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in plan assets of defined benefit plan from actual return (loss) determined by change in fair value of plan assets adjusted for contributions, benefit payments, and other expenses.", "label": "Defined Benefit Plan, Plan Assets, Increase (Decrease) for Actual Return (Loss)", "terseLabel": "Actual income (loss) on plan assets" } } }, "localname": "DefinedBenefitPlanActualReturnOnPlanAssets", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanActualReturnOnPlanAssetsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Defined Benefit Plan, Plan Assets Level 3 Reconciliation, Increase (Decrease) for Purchase, Sale, and Settlement [Abstract]", "terseLabel": "Actual income (loss) on plan assets:" } } }, "localname": "DefinedBenefitPlanActualReturnOnPlanAssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansDefinedBenefitPlanAssetsMeasuredatFairValueUsingUnobservableInputsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanActualReturnOnPlanAssetsSoldDuringPeriod": { "auth_ref": [ "r457", "r781" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, measured using unobservable inputs, of increase (decrease) in plan assets of defined benefit plan from actual return (loss) on assets sold.", "label": "Defined Benefit Plan, Plan Assets Level 3 Reconciliation, Increase (Decrease) for Actual Return (Loss) on Plan Assets Sold", "terseLabel": "Sold during the year" } } }, "localname": "DefinedBenefitPlanActualReturnOnPlanAssetsSoldDuringPeriod", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansDefinedBenefitPlanAssetsMeasuredatFairValueUsingUnobservableInputsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanActualReturnOnPlanAssetsStillHeld": { "auth_ref": [ "r457", "r781" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, measured using unobservable inputs, of increase (decrease) in plan assets of defined benefit plan from actual return (loss) on assets still held.", "label": "Defined Benefit Plan, Plan Assets Level 3 Reconciliation, Increase (Decrease) for Actual Return (Loss) on Plan Assets Still Held", "terseLabel": "Held at year end" } } }, "localname": "DefinedBenefitPlanActualReturnOnPlanAssetsStillHeld", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansDefinedBenefitPlanAssetsMeasuredatFairValueUsingUnobservableInputsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanActuarialGainLoss": { "auth_ref": [ "r436" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of gain (loss) from change in actuarial assumptions which (increases) decreases benefit obligation of defined benefit plan. Assumptions include, but are not limited to, interest, mortality, employee turnover, salary, and temporary deviation from substantive plan.", "label": "Defined Benefit Plan, Benefit Obligation, Actuarial Gain (Loss)", "negatedLabel": "Actuarial (gain) loss" } } }, "localname": "DefinedBenefitPlanActuarialGainLoss", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanAmortizationOfGainsLosses": { "auth_ref": [ "r429", "r468", "r493", "r781", "r782" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansComponentsofNetPeriodicBenefitCostDetails": { "order": 4.0, "parentTag": "us-gaap_DefinedBenefitPlanNetPeriodicBenefitCost", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of gain (loss) recognized in net periodic benefit (cost) credit of defined benefit plan.", "label": "Defined Benefit Plan, Amortization of Gain (Loss)", "negatedTerseLabel": "Amortization of unrecognized actuarial (gain) loss" } } }, "localname": "DefinedBenefitPlanAmortizationOfGainsLosses", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansComponentsofNetPeriodicBenefitCostDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanAmortizationOfPriorServiceCostCredit": { "auth_ref": [ "r429", "r469", "r494", "r781", "r782" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansComponentsofNetPeriodicBenefitCostDetails": { "order": 5.0, "parentTag": "us-gaap_DefinedBenefitPlanNetPeriodicBenefitCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of prior service cost (credit) recognized in net periodic benefit cost (credit) of defined benefit plan.", "label": "Defined Benefit Plan, Amortization of Prior Service Cost (Credit)", "terseLabel": "Amortization of prior service credits" } } }, "localname": "DefinedBenefitPlanAmortizationOfPriorServiceCostCredit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansComponentsofNetPeriodicBenefitCostDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanAmountsRecognizedInBalanceSheet": { "auth_ref": [ "r122", "r124" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of asset (liability), recognized in statement of financial position, for defined benefit pension and other postretirement plans.", "label": "Defined Benefit Plan, Amounts for Asset (Liability) Recognized in Statement of Financial Position", "totalLabel": "Total liability" } } }, "localname": "DefinedBenefitPlanAmountsRecognizedInBalanceSheet", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanAmountsRecognizedInBalanceSheetAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Defined Benefit Plan, Amounts for Asset (Liability) Recognized in Statement of Financial Position [Abstract]", "terseLabel": "Amounts recognized in the consolidated balance sheets consist of:" } } }, "localname": "DefinedBenefitPlanAmountsRecognizedInBalanceSheetAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanAmountsRecognizedInOtherComprehensiveIncomeAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss) [Abstract]", "terseLabel": "Amounts recognized in accumulated other comprehensive income ( loss) consist of:" } } }, "localname": "DefinedBenefitPlanAmountsRecognizedInOtherComprehensiveIncomeAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanAssetsForPlanBenefitsNoncurrent": { "auth_ref": [ "r171", "r186", "r427", "r428", "r451", "r781" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails": { "order": 1.0, "parentTag": "us-gaap_DefinedBenefitPlanAmountsRecognizedInBalanceSheet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of asset, recognized in statement of financial position, for overfunded defined benefit pension and other postretirement plans.", "label": "Assets for Plan Benefits, Defined Benefit Plan", "terseLabel": "Noncurrent asset" } } }, "localname": "DefinedBenefitPlanAssetsForPlanBenefitsNoncurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanAssumptionsUsedCalculatingBenefitObligationDiscountRate": { "auth_ref": [ "r475" ], "lang": { "en-us": { "role": { "documentation": "Weighted average rate for present value of future retirement benefits cash flows, used to determine benefit obligation of defined benefit plan.", "label": "Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate", "terseLabel": "Discount rate" } } }, "localname": "DefinedBenefitPlanAssumptionsUsedCalculatingBenefitObligationDiscountRate", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAssumptionsUsedforBenefitPlansDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DefinedBenefitPlanAssumptionsUsedCalculatingBenefitObligationRateOfCompensationIncrease": { "auth_ref": [ "r476" ], "lang": { "en-us": { "role": { "documentation": "Weighted average rate increase of compensation, used to determine benefit obligation of defined benefit plan. Plan includes, but is not limited to, pay-related defined benefit plan.", "label": "Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Rate of Compensation Increase", "terseLabel": "Rate of compensation increase" } } }, "localname": "DefinedBenefitPlanAssumptionsUsedCalculatingBenefitObligationRateOfCompensationIncrease", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAssumptionsUsedforBenefitPlansDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostDiscountRate": { "auth_ref": [ "r475" ], "lang": { "en-us": { "role": { "documentation": "Weighted average rate for present value of future retirement benefits cash flows, used to determine net periodic benefit cost of defined benefit plan.", "label": "Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate", "terseLabel": "Discount rate" } } }, "localname": "DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostDiscountRate", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAssumptionsUsedforBenefitPlansDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostExpectedLongTermReturnOnAssets": { "auth_ref": [ "r477", "r498" ], "lang": { "en-us": { "role": { "documentation": "Weighted average rate of return on plan assets, reflecting average rate of earnings expected on existing plan assets and expected contributions, used to determine net periodic benefit cost of defined benefit plan.", "label": "Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-Term Rate of Return on Plan Assets", "terseLabel": "Expected Long-Term Rate of Return", "verboseLabel": "Expected return on plan assets" } } }, "localname": "DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostExpectedLongTermReturnOnAssets", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAllocationofPlanAssetsDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAssumptionsUsedforBenefitPlansDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostRateOfCompensationIncrease": { "auth_ref": [ "r476" ], "lang": { "en-us": { "role": { "documentation": "Weighted average rate of compensation increase used to determine net periodic benefit cost of defined benefit plan. Plan includes, but is not limited to, pay-related defined benefit plan.", "label": "Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Rate of Compensation Increase", "terseLabel": "Rate of compensation increase" } } }, "localname": "DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostRateOfCompensationIncrease", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAssumptionsUsedforBenefitPlansDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DefinedBenefitPlanBenefitObligation": { "auth_ref": [ "r431" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails": { "order": 1.0, "parentTag": "us-gaap_DefinedBenefitPlanFundedStatusOfPlan", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of actuarial present value of benefits attributed to service rendered by employee for defined benefit plan.", "label": "Defined Benefit Plan, Benefit Obligation", "periodEndLabel": "Projected benefit obligation at end of year", "periodStartLabel": "Projected benefit obligation at beginning of year" } } }, "localname": "DefinedBenefitPlanBenefitObligation", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanBenefitObligationBenefitsPaid": { "auth_ref": [ "r438", "r501" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of payment to participant of defined benefit plan which decreases benefit obligation. For pension plan, payment includes, but is not limited to, pension benefits and death benefits. For other postretirement plan, payment includes, but is not limited to, prescription drug benefits, health care benefits, life insurance benefits, and legal, educational and advisory services.", "label": "Defined Benefit Plan, Benefit Obligation, Benefits Paid", "negatedLabel": "Benefits paid" } } }, "localname": "DefinedBenefitPlanBenefitObligationBenefitsPaid", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanBenefitObligationContributionsByPlanParticipant": { "auth_ref": [ "r435" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of contributions received by defined benefit plan from participant which increase benefit obligation.", "label": "Defined Benefit Plan, Benefit Obligation, Contributions by Plan Participant", "terseLabel": "Plan participants' contributions" } } }, "localname": "DefinedBenefitPlanBenefitObligationContributionsByPlanParticipant", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanByPlanAssetCategoriesAxis": { "auth_ref": [ "r452", "r453", "r455", "r456", "r457", "r458", "r459", "r460", "r480", "r779", "r780", "r781" ], "lang": { "en-us": { "role": { "documentation": "Information by defined benefit plan asset investment.", "label": "Defined Benefit Plan, Plan Assets, Category [Axis]", "terseLabel": "Defined Benefit Plan, Plan Assets, Category [Axis]" } } }, "localname": "DefinedBenefitPlanByPlanAssetCategoriesAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAllocationofPlanAssetsDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansPensionandOtherPostretirementPlanAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanChangeInBenefitObligationRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]", "terseLabel": "Change in projected benefit obligation:" } } }, "localname": "DefinedBenefitPlanChangeInBenefitObligationRollForward", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanChangeInFairValueOfPlanAssetsLevel3ReconciliationRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward]", "terseLabel": "Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward]" } } }, "localname": "DefinedBenefitPlanChangeInFairValueOfPlanAssetsLevel3ReconciliationRollForward", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansDefinedBenefitPlanAssetsMeasuredatFairValueUsingUnobservableInputsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanChangeInFairValueOfPlanAssetsRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]", "terseLabel": "Change in plan assets:" } } }, "localname": "DefinedBenefitPlanChangeInFairValueOfPlanAssetsRollForward", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanContributionsByEmployer": { "auth_ref": [ "r445", "r455", "r497", "r779", "r780", "r781", "r782" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of contribution received by defined benefit plan from employer which increases plan assets.", "label": "Defined Benefit Plan, Plan Assets, Contributions by Employer", "terseLabel": "Employer contributions" } } }, "localname": "DefinedBenefitPlanContributionsByEmployer", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanCurtailments": { "auth_ref": [ "r433" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of (increase) decrease in benefit obligation of defined benefit plan from event reducing expected years of future service of present employees or eliminating accrual of benefits for some or all future services of present employees.", "label": "Defined Benefit Plan, Benefit Obligation, (Increase) Decrease for Curtailment", "negatedTerseLabel": "Curtailment" } } }, "localname": "DefinedBenefitPlanCurtailments", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanDisclosureLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Defined Benefit Plan Disclosure [Line Items]", "terseLabel": "Defined Benefit Plan Disclosure [Line Items]" } } }, "localname": "DefinedBenefitPlanDisclosureLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAllocationofPlanAssetsDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansDefinedBenefitPlanAssetsMeasuredatFairValueUsingUnobservableInputsDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansEstimatedFutureBenefitPaymentsDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanEquitySecuritiesMember": { "auth_ref": [ "r779", "r781" ], "lang": { "en-us": { "role": { "documentation": "Security representing ownership in corporation or other legal entity for which ownership is represented by share of stock, in which defined benefit plan asset is invested. Includes, but is not limited to, common stock, preferred stock, convertible security, stock right and stock warrant.", "label": "Defined Benefit Plan, Equity Securities [Member]", "terseLabel": "Equity securities", "verboseLabel": "Equity securities funds" } } }, "localname": "DefinedBenefitPlanEquitySecuritiesMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAllocationofPlanAssetsDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansPensionandOtherPostretirementPlanAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DefinedBenefitPlanEstimatedFutureBenefitPaymentsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Defined Benefit Plan, Expected Future Benefit Payment [Abstract]", "terseLabel": "Pension and Other Postretirement" } } }, "localname": "DefinedBenefitPlanEstimatedFutureBenefitPaymentsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansEstimatedFutureBenefitPaymentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanExpectedFutureBenefitPaymentsFiveFiscalYearsThereafter": { "auth_ref": [ "r462" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of benefit for defined benefit plan expected to be paid in five fiscal years after fifth fiscal year following current fiscal year.", "label": "Defined Benefit Plan, Expected Future Benefit Payment, after Year Five for Next Five Years", "terseLabel": "Years 2028 \u2013 2032" } } }, "localname": "DefinedBenefitPlanExpectedFutureBenefitPaymentsFiveFiscalYearsThereafter", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansEstimatedFutureBenefitPaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanExpectedFutureBenefitPaymentsNextTwelveMonths": { "auth_ref": [ "r462" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of benefit for defined benefit plan expected to be paid in next fiscal year following current fiscal year.", "label": "Defined Benefit Plan, Expected Future Benefit Payment, Year One", "terseLabel": "2023" } } }, "localname": "DefinedBenefitPlanExpectedFutureBenefitPaymentsNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansEstimatedFutureBenefitPaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanExpectedFutureBenefitPaymentsYearFive": { "auth_ref": [ "r462" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of benefit for defined benefit plan expected to be paid in fifth fiscal year following current fiscal year.", "label": "Defined Benefit Plan, Expected Future Benefit Payment, Year Five", "terseLabel": "2027" } } }, "localname": "DefinedBenefitPlanExpectedFutureBenefitPaymentsYearFive", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansEstimatedFutureBenefitPaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanExpectedFutureBenefitPaymentsYearFour": { "auth_ref": [ "r462" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of benefit for defined benefit plan expected to be paid in fourth fiscal year following current fiscal year.", "label": "Defined Benefit Plan, Expected Future Benefit Payment, Year Four", "terseLabel": "2026" } } }, "localname": "DefinedBenefitPlanExpectedFutureBenefitPaymentsYearFour", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansEstimatedFutureBenefitPaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanExpectedFutureBenefitPaymentsYearThree": { "auth_ref": [ "r462" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of benefit for defined benefit plan expected to be paid in third fiscal year following current fiscal year.", "label": "Defined Benefit Plan, Expected Future Benefit Payment, Year Three", "terseLabel": "2025" } } }, "localname": "DefinedBenefitPlanExpectedFutureBenefitPaymentsYearThree", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansEstimatedFutureBenefitPaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanExpectedFutureBenefitPaymentsYearTwo": { "auth_ref": [ "r462" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of benefit for defined benefit plan expected to be paid in second fiscal year following current fiscal year.", "label": "Defined Benefit Plan, Expected Future Benefit Payment, Year Two", "terseLabel": "2024" } } }, "localname": "DefinedBenefitPlanExpectedFutureBenefitPaymentsYearTwo", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansEstimatedFutureBenefitPaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanExpectedFutureEmployerContributionsNextFiscalYear": { "auth_ref": [ "r463", "r782" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of contribution expected to be received by defined benefit plan from employer in next fiscal year following current fiscal year.", "label": "Defined Benefit Plan, Expected Future Employer Contributions, Next Fiscal Year", "verboseLabel": "Expected employer contributions to pension and postretirement plans" } } }, "localname": "DefinedBenefitPlanExpectedFutureEmployerContributionsNextFiscalYear", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanExpectedReturnOnPlanAssets": { "auth_ref": [ "r429", "r467", "r492", "r781", "r782" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansComponentsofNetPeriodicBenefitCostDetails": { "order": 3.0, "parentTag": "us-gaap_DefinedBenefitPlanNetPeriodicBenefitCost", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of expected return (loss) recognized in net periodic benefit (cost) credit, calculated based on expected long-term rate of return and market-related value of plan assets of defined benefit plan.", "label": "Defined Benefit Plan, Expected Return (Loss) on Plan Assets", "negatedTerseLabel": "Expected return on plan assets" } } }, "localname": "DefinedBenefitPlanExpectedReturnOnPlanAssets", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansComponentsofNetPeriodicBenefitCostDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanFairValueOfPlanAssets": { "auth_ref": [ "r442", "r453", "r455", "r456", "r779", "r780", "r781" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails": { "order": 2.0, "parentTag": "us-gaap_DefinedBenefitPlanFundedStatusOfPlan", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of asset segregated and restricted to provide benefit under defined benefit plan. Asset includes, but is not limited to, stock, bond, other investment, earning from investment, and contribution by employer and employee.", "label": "Defined Benefit Plan, Plan Assets, Amount", "periodEndLabel": "Fair value of plan assets at end of year", "periodStartLabel": "Fair value of plan assets at beginning of year", "terseLabel": "Fair value of plan assets" } } }, "localname": "DefinedBenefitPlanFairValueOfPlanAssets", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansDefinedBenefitPlanAssetsMeasuredatFairValueUsingUnobservableInputsDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansPensionandOtherPostretirementPlanAssetsDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanFundedPercentage": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage of plan assets to benefit obligation of defined benefit plan.", "label": "Defined Benefit Plan, Funded Percentage", "terseLabel": "Funded percentage" } } }, "localname": "DefinedBenefitPlanFundedPercentage", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansParticipationintheIAMNationalPensionPlanDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DefinedBenefitPlanFundedStatusOfPlan": { "auth_ref": [ "r427", "r451", "r781" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of funded (unfunded) status of defined benefit plan, measured as difference between fair value of plan assets and benefit obligation. Includes, but is not limited to, overfunded (underfunded) status.", "label": "Defined Benefit Plan, Funded (Unfunded) Status of Plan", "totalLabel": "Funded status\u2014Net amount recognized" } } }, "localname": "DefinedBenefitPlanFundedStatusOfPlan", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanHealthCareCostTrendRateAssumedNextFiscalYear": { "auth_ref": [ "r479" ], "lang": { "en-us": { "role": { "documentation": "Assumed rate, for next fiscal year, based on annual change in cost of health care cost benefits used to measure expected cost of benefits covered by defined benefit postretirement plan. Factors include, but are not limited to, estimate of health care inflation, change in health care utilization or delivery pattern, technological advances, and change in health status of participant. Excludes factors for change in composition of plan population by age and dependency status.", "label": "Defined Benefit Plan, Health Care Cost Trend Rate Assumed, Next Fiscal Year", "terseLabel": "Health care cost trend rate assumed for next year" } } }, "localname": "DefinedBenefitPlanHealthCareCostTrendRateAssumedNextFiscalYear", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAssumptionsUsedforBenefitPlansDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DefinedBenefitPlanInterestCost": { "auth_ref": [ "r429", "r434", "r466", "r491", "r781", "r782" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansComponentsofNetPeriodicBenefitCostDetails": { "order": 2.0, "parentTag": "us-gaap_DefinedBenefitPlanNetPeriodicBenefitCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cost recognized for passage of time related to defined benefit plan.", "label": "Defined Benefit Plan, Interest Cost", "terseLabel": "Interest cost" } } }, "localname": "DefinedBenefitPlanInterestCost", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansComponentsofNetPeriodicBenefitCostDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanNetPeriodicBenefitCost": { "auth_ref": [ "r464", "r489", "r781", "r782" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansComponentsofNetPeriodicBenefitCostDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of net periodic benefit cost (credit) for defined benefit plan.", "label": "Defined Benefit Plan, Net Periodic Benefit Cost (Credit)", "totalLabel": "Net periodic benefit cost (credit)" } } }, "localname": "DefinedBenefitPlanNetPeriodicBenefitCost", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansComponentsofNetPeriodicBenefitCostDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanOtherChanges": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in benefit obligation of defined benefit plan from change, classified as other.", "label": "Defined Benefit Plan, Benefit Obligation, Increase (Decrease) for Other Change", "terseLabel": "Other" } } }, "localname": "DefinedBenefitPlanOtherChanges", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanOtherCosts": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansComponentsofNetPeriodicBenefitCostDetails": { "order": 9.0, "parentTag": "us-gaap_DefinedBenefitPlanNetPeriodicBenefitCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of defined benefit plan cost (credit), classified as other.", "label": "Defined Benefit Plan, Other Cost (Credit)", "verboseLabel": "Other" } } }, "localname": "DefinedBenefitPlanOtherCosts", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansComponentsofNetPeriodicBenefitCostDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanPensionPlansWithAccumulatedBenefitObligationsInExcessOfPlanAssetsAggregateAccumulatedBenefitObligation": { "auth_ref": [ "r487", "r488", "r781" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated benefit obligation for defined benefit plan with accumulated benefit obligation in excess of plan assets.", "label": "Defined Benefit Plan, Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Accumulated Benefit Obligation", "terseLabel": "Accumulated benefit obligation" } } }, "localname": "DefinedBenefitPlanPensionPlansWithAccumulatedBenefitObligationsInExcessOfPlanAssetsAggregateAccumulatedBenefitObligation", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAccumulatedBenefitObligationandProjectedBenefitObligationinExcessofPlanAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanPensionPlansWithAccumulatedBenefitObligationsInExcessOfPlanAssetsAggregateFairValueOfPlanAssets": { "auth_ref": [ "r487", "r488", "r781" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of plan asset for defined benefit plan with accumulated benefit obligation in excess of plan assets.", "label": "Defined Benefit Plan, Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Plan Assets", "terseLabel": "Fair value of plan assets" } } }, "localname": "DefinedBenefitPlanPensionPlansWithAccumulatedBenefitObligationsInExcessOfPlanAssetsAggregateFairValueOfPlanAssets", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAccumulatedBenefitObligationandProjectedBenefitObligationinExcessofPlanAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanPensionPlansWithAccumulatedBenefitObligationsInExcessOfPlanAssetsAggregateProjectedBenefitObligation": { "auth_ref": [ "r922" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of projected benefit obligation for defined benefit pension plan with accumulated benefit obligation in excess of plan assets.", "label": "Defined Benefit Plan, Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Projected Benefit Obligation", "terseLabel": "Projected benefit obligation" } } }, "localname": "DefinedBenefitPlanPensionPlansWithAccumulatedBenefitObligationsInExcessOfPlanAssetsAggregateProjectedBenefitObligation", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAccumulatedBenefitObligationandProjectedBenefitObligationinExcessofPlanAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanPlanAssetsBenefitsPaid": { "auth_ref": [ "r447", "r934" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of payment to participant under defined benefit plan which decreases plan assets. For pension plan, payment includes, but is not limited to, pension benefits and death benefits. For other postretirement plan, payment includes, but is not limited to, prescription drug benefits, health care benefits, life insurance benefits, and legal, educational and advisory services.", "label": "Defined Benefit Plan, Plan Assets, Benefits Paid", "negatedTerseLabel": "Benefits paid" } } }, "localname": "DefinedBenefitPlanPlanAssetsBenefitsPaid", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanPlanAssetsCategoryLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Defined Benefit Plan, Plan Assets, Category [Line Items]", "terseLabel": "Defined Benefit Plan, Plan Assets, Category [Line Items]" } } }, "localname": "DefinedBenefitPlanPlanAssetsCategoryLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansPensionandOtherPostretirementPlanAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanPlanAssetsCategoryTable": { "auth_ref": [ "r453", "r455", "r460", "r781" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about defined benefit plan asset investment. Includes, but is not limited to, fair value of category of plan asset and its level within fair value hierarchy.", "label": "Defined Benefit Plan, Plan Assets, Category [Table]", "terseLabel": "Defined Benefit Plan, Plan Assets, Category [Table]" } } }, "localname": "DefinedBenefitPlanPlanAssetsCategoryTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansPensionandOtherPostretirementPlanAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanPlanAssetsContributionsByPlanParticipant": { "auth_ref": [ "r446" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of contributions received by defined benefit plan from participant which increases plan assets.", "label": "Defined Benefit Plan, Plan Assets, Contributions by Plan Participant", "terseLabel": "Plan participants' contributions" } } }, "localname": "DefinedBenefitPlanPlanAssetsContributionsByPlanParticipant", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanPlanAssetsTargetAllocationPercentage": { "auth_ref": [ "r452", "r781" ], "lang": { "en-us": { "role": { "documentation": "Percentage of target investment allocation to total plan assets. Includes, but is not limited to, percentage on weighted-average basis if more than one plan.", "label": "Defined Benefit Plan, Plan Assets, Target Allocation, Percentage", "verboseLabel": "Percent of Total" } } }, "localname": "DefinedBenefitPlanPlanAssetsTargetAllocationPercentage", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAllocationofPlanAssetsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DefinedBenefitPlanPurchasesSalesAndSettlements": { "auth_ref": [ "r458", "r781" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, measured using unobservable input, of increase (decrease) in plan asset of defined benefit plan from purchase, sale and settlement of trade associated with underlying investment.", "label": "Defined Benefit Plan, Plan Assets Level 3 Reconciliation, Increase (Decrease) for Purchase, Sale, and Settlement", "terseLabel": "Purchases, sales, issuances and settlements (net)" } } }, "localname": "DefinedBenefitPlanPurchasesSalesAndSettlements", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansDefinedBenefitPlanAssetsMeasuredatFairValueUsingUnobservableInputsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanRecognizedNetGainLossDueToCurtailments": { "auth_ref": [ "r430", "r471", "r496" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansComponentsofNetPeriodicBenefitCostDetails": { "order": 8.0, "parentTag": "us-gaap_DefinedBenefitPlanNetPeriodicBenefitCost", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of gain (loss) recognized in net periodic benefit (cost) credit from event reducing expected years of future service of present employees or eliminating accrual of defined benefits for some or all future services of present employees.", "label": "Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Curtailment", "negatedTerseLabel": "Curtailment" } } }, "localname": "DefinedBenefitPlanRecognizedNetGainLossDueToCurtailments", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansComponentsofNetPeriodicBenefitCostDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanRecognizedNetGainLossDueToSettlements1": { "auth_ref": [ "r430", "r471", "r496" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of gain (loss) recognized in net periodic benefit (cost) credit from irrevocable action relieving primary responsibility for benefit obligation and eliminating risk related to obligation and assets used to effect settlement.", "label": "Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Settlement", "terseLabel": "Settlement losses" } } }, "localname": "DefinedBenefitPlanRecognizedNetGainLossDueToSettlements1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanServiceCost": { "auth_ref": [ "r432", "r465", "r490", "r781", "r782" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansComponentsofNetPeriodicBenefitCostDetails": { "order": 1.0, "parentTag": "us-gaap_DefinedBenefitPlanNetPeriodicBenefitCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cost for actuarial present value of benefits attributed to service rendered by employee for defined benefit plan.", "label": "Defined Benefit Plan, Service Cost", "terseLabel": "Service cost" } } }, "localname": "DefinedBenefitPlanServiceCost", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansComponentsofNetPeriodicBenefitCostDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanSpecialTerminationBenefits": { "auth_ref": [ "r433" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in benefit obligation for benefits provided to employees payable from defined benefit plan or payable upon retirement.", "label": "Defined Benefit Plan, Benefit Obligation, Special and Contractual Termination Benefits", "terseLabel": "Special termination benefit" } } }, "localname": "DefinedBenefitPlanSpecialTerminationBenefits", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanUltimateHealthCareCostTrendRate1": { "auth_ref": [ "r479" ], "lang": { "en-us": { "role": { "documentation": "Ultimate trend rate for health care cost for defined benefit postretirement plan.", "label": "Defined Benefit Plan, Ultimate Health Care Cost Trend Rate", "terseLabel": "Rate to which the cost trend rate is assumed to decline (ultimate trend rate in 2033)" } } }, "localname": "DefinedBenefitPlanUltimateHealthCareCostTrendRate1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAssumptionsUsedforBenefitPlansDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DefinedBenefitPlanWeightedAverageAssumptionsUsedInCalculatingBenefitObligationAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract]", "terseLabel": "Assumptions used to determine benefit obligations" } } }, "localname": "DefinedBenefitPlanWeightedAverageAssumptionsUsedInCalculatingBenefitObligationAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAssumptionsUsedforBenefitPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanWeightedAverageAssumptionsUsedInCalculatingNetPeriodicBenefitCostAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]", "terseLabel": "Assumptions used to determine net expense" } } }, "localname": "DefinedBenefitPlanWeightedAverageAssumptionsUsedInCalculatingNetPeriodicBenefitCostAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAssumptionsUsedforBenefitPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlansAndOtherPostretirementBenefitPlansDisclosuresTable": { "auth_ref": [ "r128", "r129", "r130", "r131", "r132" ], "lang": { "en-us": { "role": { "documentation": "Disclosures and provisions pertaining to defined benefit pension plans or other postretirement defined benefit plans. The arrangements are generally based on terms and conditions stipulated by the entity, and which contain a promise by the employer to pay certain amounts or awards at designated future dates, including a period after retirement, upon compliance with stipulated requirements. Excludes disclosures pertaining to defined contribution plans.", "label": "Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Table]", "terseLabel": "Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Table]" } } }, "localname": "DefinedBenefitPlansAndOtherPostretirementBenefitPlansDisclosuresTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAssumptionsUsedforBenefitPlansDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansComponentsofNetPeriodicBenefitCostDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlansAndOtherPostretirementBenefitPlansTableTextBlockLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]", "terseLabel": "Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]" } } }, "localname": "DefinedBenefitPlansAndOtherPostretirementBenefitPlansTableTextBlockLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAssumptionsUsedforBenefitPlansDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansComponentsofNetPeriodicBenefitCostDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedContributionPlanEmployerDiscretionaryContributionAmount": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of discretionary contributions made by an employer to a defined contribution plan.", "label": "Defined Contribution Plan, Employer Discretionary Contribution Amount", "terseLabel": "Expense for defined contribution plans" } } }, "localname": "DefinedContributionPlanEmployerDiscretionaryContributionAmount", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedContributionPlanEmployerMatchingContributionPercent": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage of employees' gross pay for which the employer contributes a matching contribution to a defined contribution plan.", "label": "Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay", "terseLabel": "Employer contribution percentage" } } }, "localname": "DefinedContributionPlanEmployerMatchingContributionPercent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DepositsOnFlightEquipment": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 3.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetBeforeAccumulatedDepreciationAndAmortization", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Carrying amount, at the balance sheet date, of deposits made to the manufacturer for new flight equipment still under construction. May include capitalized interest.", "label": "Deposits on Flight Equipment", "terseLabel": "Purchase deposits for flight equipment" } } }, "localname": "DepositsOnFlightEquipment", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_Depreciation": { "auth_ref": [ "r58", "r93" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation.", "label": "Depreciation", "terseLabel": "Depreciation expense" } } }, "localname": "Depreciation", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DepreciationDepletionAndAmortization": { "auth_ref": [ "r58", "r300" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH": { "order": 4.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets.", "label": "Depreciation, Depletion and Amortization", "terseLabel": "Depreciation and amortization", "verboseLabel": "Depreciation and amortization" } } }, "localname": "DepreciationDepletionAndAmortization", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_DisaggregationOfRevenueLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Disaggregation of Revenue [Line Items]", "terseLabel": "Disaggregation of Revenue [Line Items]" } } }, "localname": "DisaggregationOfRevenueLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesOperatingRevenuebyPrincipalGeographicRegionDetails", "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesRollForwardofFrequentFlierDeferredRevenueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DisaggregationOfRevenueTable": { "auth_ref": [ "r423", "r772", "r773", "r774", "r775", "r776", "r777", "r778" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about disaggregation of revenue into categories depicting how nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factor.", "label": "Disaggregation of Revenue [Table]", "terseLabel": "Disaggregation of Revenue [Table]" } } }, "localname": "DisaggregationOfRevenueTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesOperatingRevenuebyPrincipalGeographicRegionDetails", "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesRollForwardofFrequentFlierDeferredRevenueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DisaggregationOfRevenueTableTextBlock": { "auth_ref": [ "r871" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of disaggregation of revenue into categories depicting how nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factor.", "label": "Disaggregation of Revenue [Table Text Block]", "terseLabel": "Operating Revenue by Principal Geographic Region" } } }, "localname": "DisaggregationOfRevenueTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock": { "auth_ref": [ "r522", "r553", "r554", "r557", "r562", "r790" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for share-based payment arrangement.", "label": "Share-Based Payment Arrangement [Text Block]", "terseLabel": "SHARE-BASED COMPENSATION PLANS" } } }, "localname": "DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlans" ], "xbrltype": "textBlockItemType" }, "us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-Based Payment Arrangement [Abstract]", "terseLabel": "Share-based Payment Arrangement [Abstract]" } } }, "localname": "DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_DomesticCountryMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Designated tax department of the government that is entitled to levy and collect income taxes from the entity in its country of domicile.", "label": "Domestic Tax Authority [Member]", "terseLabel": "Federal" } } }, "localname": "DomesticCountryMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DomesticDestinationMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Domestic destinations determined principally based on geographic region as defined by the U.S. Department of Transportation.", "label": "Domestic Destination [Member]", "terseLabel": "Domestic (U.S. and Canada)" } } }, "localname": "DomesticDestinationMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesOperatingRevenuebyPrincipalGeographicRegionDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EarningsPerShareAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Earnings Per Share [Abstract]", "terseLabel": "Earnings Per Share [Abstract]" } } }, "localname": "EarningsPerShareAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_EarningsPerShareBasic": { "auth_ref": [ "r235", "r262", "r263", "r264", "r265", "r266", "r271", "r274", "r282", "r283", "r284", "r288", "r608", "r609", "r712", "r717", "r762" ], "lang": { "en-us": { "role": { "documentation": "The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.", "label": "Earnings Per Share, Basic", "verboseLabel": "Earnings (loss) per share, basic (in dollars per share)" } } }, "localname": "EarningsPerShareBasic", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/EarningsLossPerShareDetails", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerShareDiluted": { "auth_ref": [ "r235", "r262", "r263", "r264", "r265", "r266", "r274", "r282", "r283", "r284", "r288", "r608", "r609", "r712", "r717", "r762" ], "lang": { "en-us": { "role": { "documentation": "The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.", "label": "Earnings Per Share, Diluted", "verboseLabel": "Earnings (loss) per share, diluted (in dollars per share)" } } }, "localname": "EarningsPerShareDiluted", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/EarningsLossPerShareDetails", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerShareTextBlock": { "auth_ref": [ "r285", "r286", "r287", "r289" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for earnings per share.", "label": "Earnings Per Share [Text Block]", "terseLabel": "EARNINGS (LOSS) PER SHARE" } } }, "localname": "EarningsPerShareTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/EarningsLossPerShare" ], "xbrltype": "textBlockItemType" }, "us-gaap_EmployeeRelatedLiabilitiesCurrent": { "auth_ref": [ "r17" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total of the carrying values as of the balance sheet date of obligations incurred through that date and payable for obligations related to services received from employees, such as accrued salaries and bonuses, payroll taxes and fringe benefits. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Employee-related Liabilities, Current", "terseLabel": "Accrued salaries and benefits" } } }, "localname": "EmployeeRelatedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationCashFlowEffectCashUsedToSettleAwards": { "auth_ref": [ "r556" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Aggregate cash paid by the entity during the period to settle equity instruments granted under equity-based payment arrangements.", "label": "Share-Based Payment Arrangement, Cash Used to Settle Award", "terseLabel": "Payment related to share-based liabilities" } } }, "localname": "EmployeeServiceShareBasedCompensationCashFlowEffectCashUsedToSettleAwards", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized": { "auth_ref": [ "r555" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cost not yet recognized for nonvested award under share-based payment arrangement.", "label": "Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount", "terseLabel": "Unearned Compensation" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansSummaryofUnearnedCompensationandWeightedAverageRemainingPeriodtoRecognizeCostsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1": { "auth_ref": [ "r555" ], "lang": { "en-us": { "role": { "documentation": "Weighted-average period over which cost not yet recognized is expected to be recognized for award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition", "terseLabel": "Weighted-Average Remaining Period (in years)" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansSummaryofUnearnedCompensationandWeightedAverageRemainingPeriodtoRecognizeCostsDetails" ], "xbrltype": "durationItemType" }, "us-gaap_EmployeeSeveranceMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Termination of an employee associated with exit from or disposal of business activities or restructurings pursuant to a plan.", "label": "Employee Severance [Member]", "terseLabel": "Employee Separation" } } }, "localname": "EmployeeSeveranceMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EmployeeStockOptionMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-based payment arrangement granting right, subject to vesting and other restrictions, to purchase or sell certain number of shares at predetermined price for specified period of time.", "label": "Share-Based Payment Arrangement, Option [Member]", "terseLabel": "Stock Options", "verboseLabel": "Stock options" } } }, "localname": "EmployeeStockOptionMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansInformationRelatedtoShareBasedCompensationPlanCostDetails", "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansSummaryofUnearnedCompensationandWeightedAverageRemainingPeriodtoRecognizeCostsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Equity [Abstract]", "terseLabel": "Equity [Abstract]" } } }, "localname": "EquityAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_EquityComponentDomain": { "auth_ref": [ "r110", "r200", "r230", "r231", "r232", "r255", "r256", "r257", "r260", "r267", "r269", "r290", "r327", "r410", "r558", "r559", "r560", "r579", "r580", "r607", "r631", "r632", "r633", "r634", "r635", "r637", "r669", "r722", "r723", "r724" ], "lang": { "en-us": { "role": { "documentation": "Components of equity are the parts of the total Equity balance including that which is allocated to common, preferred, treasury stock, retained earnings, etc.", "label": "Equity Component [Domain]", "terseLabel": "Equity Component [Domain]" } } }, "localname": "EquityComponentDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/AccumulatedOtherComprehensiveIncomeLossComponentsoftheCompanysAOCIDetails", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUAH" ], "xbrltype": "domainItemType" }, "us-gaap_EquityMethodInvestmentOwnershipPercentage": { "auth_ref": [ "r76" ], "lang": { "en-us": { "role": { "documentation": "The percentage of ownership of common stock or equity participation in the investee accounted for under the equity method of accounting.", "label": "Equity Method Investment, Ownership Percentage", "terseLabel": "Ownership stake" } } }, "localname": "EquityMethodInvestmentOwnershipPercentage", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EquityMethodInvestments": { "auth_ref": [ "r75", "r303", "r809" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "This item represents the carrying amount on the entity's balance sheet of its investment in common stock of an equity method investee. This is not an indicator of the fair value of the investment, rather it is the initial cost adjusted for the entity's share of earnings and losses of the investee, adjusted for any distributions (dividends) and other than temporary impairment (OTTI) losses recognized.", "label": "Equity Method Investments", "terseLabel": "Investments in securities accounted for under the equity method" } } }, "localname": "EquityMethodInvestments", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EquitySecuritiesFvNi": { "auth_ref": [ "r211", "r619", "r759" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of investment in equity security measured at fair value with change in fair value recognized in net income (FV-NI), classified as current.", "label": "Equity Securities, FV-NI, Current", "verboseLabel": "Equity securities" } } }, "localname": "EquitySecuritiesFvNi", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableFairValueofFinancialAssetsandLiabilitiesMeasuredatFairValueonaRecurringBasisDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EquitySecuritiesWithoutReadilyDeterminableFairValueAmount": { "auth_ref": [ "r321" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of investment in equity security without readily determinable fair value.", "label": "Equity Securities without Readily Determinable Fair Value, Amount", "terseLabel": "Carrying value of other investment" } } }, "localname": "EquitySecuritiesWithoutReadilyDeterminableFairValueAmount", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EstimateOfFairValueFairValueDisclosureMember": { "auth_ref": [ "r382", "r621", "r767", "r768" ], "lang": { "en-us": { "role": { "documentation": "Measured as an estimate of fair value.", "label": "Estimate of Fair Value Measurement [Member]", "terseLabel": "Fair Value" } } }, "localname": "EstimateOfFairValueFairValueDisclosureMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableCarryingAmountsandEstimatedFairValuesofFinancialInstrumentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ExtinguishmentOfDebtAmount": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Gross amount of debt extinguished.", "label": "Extinguishment of Debt, Amount", "terseLabel": "Extinguishment of debt, amount" } } }, "localname": "ExtinguishmentOfDebtAmount", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ExtraordinaryAndUnusualItemsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Unusual or Infrequent Items, or Both [Abstract]" } } }, "localname": "ExtraordinaryAndUnusualItemsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]", "terseLabel": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableFairValueofFinancialAssetsandLiabilitiesMeasuredatFairValueonaRecurringBasisDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable": { "auth_ref": [ "r612", "r613", "r617" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about asset and liability measured at fair value on recurring and nonrecurring basis.", "label": "Fair Value, Recurring and Nonrecurring [Table]", "terseLabel": "Fair Value, Recurring and Nonrecurring [Table]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableFairValueofFinancialAssetsandLiabilitiesMeasuredatFairValueonaRecurringBasisDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTableTextBlock": { "auth_ref": [ "r157" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of input and valuation technique used to measure fair value and change in valuation approach and technique for each separate class of asset and liability measured on recurring and nonrecurring basis.", "label": "Fair Value Measurement Inputs and Valuation Techniques [Table Text Block]", "terseLabel": "Description of Fair Value of Financial Instruments and Fair Value Methodology" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueBalanceSheetGroupingFinancialStatementCaptionsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]", "terseLabel": "Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]" } } }, "localname": "FairValueBalanceSheetGroupingFinancialStatementCaptionsLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableCarryingAmountsandEstimatedFairValuesofFinancialInstrumentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByBalanceSheetGroupingTable": { "auth_ref": [ "r156", "r159", "r160" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about the fair value of financial instruments, including financial assets and financial liabilities, and the measurements of those instruments, assets, and liabilities.", "label": "Fair Value, by Balance Sheet Grouping [Table]", "terseLabel": "Fair Value, by Balance Sheet Grouping [Table]" } } }, "localname": "FairValueByBalanceSheetGroupingTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableCarryingAmountsandEstimatedFairValuesofFinancialInstrumentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByBalanceSheetGroupingTextBlock": { "auth_ref": [ "r156", "r159" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the fair value of financial instruments, including financial assets and financial liabilities, and the measurements of those instruments, assets, and liabilities.", "label": "Fair Value, by Balance Sheet Grouping [Table Text Block]", "terseLabel": "Carrying Values and Estimated Fair Values of Financial Instruments" } } }, "localname": "FairValueByBalanceSheetGroupingTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueByFairValueHierarchyLevelAxis": { "auth_ref": [ "r382", "r455", "r456", "r457", "r458", "r459", "r460", "r613", "r674", "r675", "r676", "r767", "r768", "r779", "r780", "r781" ], "lang": { "en-us": { "role": { "documentation": "Information by level within fair value hierarchy and fair value measured at net asset value per share as practical expedient.", "label": "Fair Value Hierarchy and NAV [Axis]", "terseLabel": "Fair Value Hierarchy and NAV [Axis]" } } }, "localname": "FairValueByFairValueHierarchyLevelAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableCarryingAmountsandEstimatedFairValuesofFinancialInstrumentsDetails", "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableFairValueofFinancialAssetsandLiabilitiesMeasuredatFairValueonaRecurringBasisDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansDefinedBenefitPlanAssetsMeasuredatFairValueUsingUnobservableInputsDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansPensionandOtherPostretirementPlanAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByMeasurementBasisAxis": { "auth_ref": [ "r156", "r158", "r382", "r767", "r768" ], "lang": { "en-us": { "role": { "documentation": "Information by measurement basis.", "label": "Measurement Basis [Axis]", "terseLabel": "Measurement Basis" } } }, "localname": "FairValueByMeasurementBasisAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableCarryingAmountsandEstimatedFairValuesofFinancialInstrumentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByMeasurementFrequencyAxis": { "auth_ref": [ "r612", "r613", "r614", "r615", "r618" ], "lang": { "en-us": { "role": { "documentation": "Information by measurement frequency.", "label": "Measurement Frequency [Axis]", "terseLabel": "Measurement Frequency [Axis]" } } }, "localname": "FairValueByMeasurementFrequencyAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableFairValueofFinancialAssetsandLiabilitiesMeasuredatFairValueonaRecurringBasisDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosureItemAmountsDomain": { "auth_ref": [ "r382", "r767", "r768" ], "lang": { "en-us": { "role": { "documentation": "Measurement basis, for example, but not limited to, reported value, fair value, portion at fair value, portion at other than fair value.", "label": "Fair Value Measurement [Domain]", "terseLabel": "Fair Value Measurement [Domain]" } } }, "localname": "FairValueDisclosureItemAmountsDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableCarryingAmountsandEstimatedFairValuesofFinancialInstrumentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueDisclosuresAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Fair Value Disclosures [Abstract]", "terseLabel": "Fair Value Disclosures [Abstract]" } } }, "localname": "FairValueDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosuresTextBlock": { "auth_ref": [ "r616" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.", "label": "Fair Value Disclosures [Text Block]", "terseLabel": "FAIR VALUE MEASUREMENTS, INVESTMENTS AND NOTES RECEIVABLE" } } }, "localname": "FairValueDisclosuresTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivable" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueInputsLevel1Member": { "auth_ref": [ "r382", "r455", "r460", "r613", "r674", "r779", "r780", "r781" ], "lang": { "en-us": { "role": { "documentation": "Quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.", "label": "Fair Value, Inputs, Level 1 [Member]", "terseLabel": "Level 1" } } }, "localname": "FairValueInputsLevel1Member", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableCarryingAmountsandEstimatedFairValuesofFinancialInstrumentsDetails", "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableFairValueofFinancialAssetsandLiabilitiesMeasuredatFairValueonaRecurringBasisDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansPensionandOtherPostretirementPlanAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInputsLevel2Member": { "auth_ref": [ "r382", "r455", "r460", "r613", "r675", "r767", "r768", "r779", "r780", "r781" ], "lang": { "en-us": { "role": { "documentation": "Inputs other than quoted prices included within level 1 that are observable for an asset or liability, either directly or indirectly, including, but not limited to, quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in inactive markets.", "label": "Fair Value, Inputs, Level 2 [Member]", "terseLabel": "Level 2" } } }, "localname": "FairValueInputsLevel2Member", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableCarryingAmountsandEstimatedFairValuesofFinancialInstrumentsDetails", "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableFairValueofFinancialAssetsandLiabilitiesMeasuredatFairValueonaRecurringBasisDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansPensionandOtherPostretirementPlanAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInputsLevel3Member": { "auth_ref": [ "r382", "r455", "r456", "r457", "r458", "r459", "r460", "r613", "r676", "r767", "r768", "r779", "r780", "r781" ], "lang": { "en-us": { "role": { "documentation": "Unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Inputs, Level 3 [Member]", "terseLabel": "Level 3" } } }, "localname": "FairValueInputsLevel3Member", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableCarryingAmountsandEstimatedFairValuesofFinancialInstrumentsDetails", "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableFairValueofFinancialAssetsandLiabilitiesMeasuredatFairValueonaRecurringBasisDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansDefinedBenefitPlanAssetsMeasuredatFairValueUsingUnobservableInputsDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansPensionandOtherPostretirementPlanAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasuredAtNetAssetValuePerShareMember": { "auth_ref": [ "r455", "r611", "r618" ], "lang": { "en-us": { "role": { "documentation": "Fair value measured at net asset value per share as practical expedient.", "label": "Fair Value Measured at Net Asset Value Per Share [Member]", "verboseLabel": "Assets Measured at NAV" } } }, "localname": "FairValueMeasuredAtNetAssetValuePerShareMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansPensionandOtherPostretirementPlanAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementFrequencyDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Measurement frequency.", "label": "Measurement Frequency [Domain]", "terseLabel": "Measurement Frequency [Domain]" } } }, "localname": "FairValueMeasurementFrequencyDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableFairValueofFinancialAssetsandLiabilitiesMeasuredatFairValueonaRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for fair value measurements of financial and non-financial assets, liabilities and instruments classified in shareholders' equity. Disclosures include, but are not limited to, how an entity that manages a group of financial assets and liabilities on the basis of its net exposure measures the fair value of those assets and liabilities.", "label": "Fair Value Measurement, Policy [Policy Text Block]", "terseLabel": "Fair Value Information" } } }, "localname": "FairValueMeasurementPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueMeasurementsFairValueHierarchyDomain": { "auth_ref": [ "r382", "r455", "r456", "r457", "r458", "r459", "r460", "r674", "r675", "r676", "r767", "r768", "r779", "r780", "r781" ], "lang": { "en-us": { "role": { "documentation": "Categories used to prioritize the inputs to valuation techniques to measure fair value.", "label": "Fair Value Hierarchy and NAV [Domain]", "terseLabel": "Fair Value Hierarchy and NAV [Domain]" } } }, "localname": "FairValueMeasurementsFairValueHierarchyDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableCarryingAmountsandEstimatedFairValuesofFinancialInstrumentsDetails", "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableFairValueofFinancialAssetsandLiabilitiesMeasuredatFairValueonaRecurringBasisDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansDefinedBenefitPlanAssetsMeasuredatFairValueUsingUnobservableInputsDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansPensionandOtherPostretirementPlanAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementsRecurringMember": { "auth_ref": [ "r616", "r618" ], "lang": { "en-us": { "role": { "documentation": "Frequent fair value measurement. Includes, but is not limited to, fair value adjustment for impairment of asset, liability or equity, frequently measured at fair value.", "label": "Fair Value, Recurring [Member]", "terseLabel": "Measured on a Recurring Basis" } } }, "localname": "FairValueMeasurementsRecurringMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableFairValueofFinancialAssetsandLiabilitiesMeasuredatFairValueonaRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FinanceLeaseInterestExpense": { "auth_ref": [ "r649", "r654", "r791" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsComponentsofLeaseCostDetails": { "order": 4.0, "parentTag": "us-gaap_LeaseCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of interest expense on finance lease liability.", "label": "Finance Lease, Interest Expense", "terseLabel": "Interest on finance lease liabilities" } } }, "localname": "FinanceLeaseInterestExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsComponentsofLeaseCostDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseInterestPaymentOnLiability": { "auth_ref": [ "r651", "r657" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of interest paid on finance lease liability.", "label": "Finance Lease, Interest Payment on Liability", "terseLabel": "Operating cash flows for finance leases" } } }, "localname": "FinanceLeaseInterestPaymentOnLiability", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSupplementalCashFlowInformationRelatedtoLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilitiesPaymentsDueAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Finance Lease, Liability, to be Paid [Abstract]", "terseLabel": "Finance Leases" } } }, "localname": "FinanceLeaseLiabilitiesPaymentsDueAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FinanceLeaseLiability": { "auth_ref": [ "r648", "r662" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails": { "order": 2.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from finance lease.", "label": "Finance Lease, Liability", "totalLabel": "Present value of minimum lease payments" } } }, "localname": "FinanceLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityCurrent": { "auth_ref": [ "r648" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 8.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 }, "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails": { "order": 1.0, "parentTag": "us-gaap_FinanceLeaseLiability", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from finance lease, classified as current.", "label": "Finance Lease, Liability, Current", "negatedLabel": "Less: current maturities of lease obligations", "terseLabel": "Current maturities of finance leases" } } }, "localname": "FinanceLeaseLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH", "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityMaturityTableTextBlock": { "auth_ref": [ "r951" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of undiscounted cash flows of finance lease liability. Includes, but is not limited to, reconciliation of undiscounted cash flows to finance lease liability recognized in statement of financial position.", "label": "Finance Lease, Liability, Fiscal Year Maturity [Table Text Block]", "terseLabel": "Summary of Scheduled Future Minimum Lease Payments Under Finance Leases" } } }, "localname": "FinanceLeaseLiabilityMaturityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FinanceLeaseLiabilityNoncurrent": { "auth_ref": [ "r648" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 4.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 }, "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails": { "order": 2.0, "parentTag": "us-gaap_FinanceLeaseLiability", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from finance lease, classified as noncurrent.", "label": "Finance Lease, Liability, Noncurrent", "terseLabel": "Long-term obligations under finance leases", "verboseLabel": "Long-term lease obligations" } } }, "localname": "FinanceLeaseLiabilityNoncurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH", "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDue": { "auth_ref": [ "r662" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails_1": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payments for finance lease.", "label": "Finance Lease, Liability, to be Paid", "totalLabel": "Minimum lease payments" } } }, "localname": "FinanceLeaseLiabilityPaymentsDue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueAfterYearFive": { "auth_ref": [ "r662" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails_1": { "order": 6.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, after Year Five", "terseLabel": "After 2027" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueAfterYearFive", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueNextTwelveMonths": { "auth_ref": [ "r662" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails_1": { "order": 1.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, Year One", "terseLabel": "2023" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueYearFive": { "auth_ref": [ "r662" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails_1": { "order": 5.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, Year Five", "terseLabel": "2027" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueYearFive", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueYearFour": { "auth_ref": [ "r662" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails_1": { "order": 4.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, Year Four", "terseLabel": "2026" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueYearFour", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueYearThree": { "auth_ref": [ "r662" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails_1": { "order": 3.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, Year Three", "terseLabel": "2025" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueYearThree", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueYearTwo": { "auth_ref": [ "r662" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails_1": { "order": 2.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, Year Two", "terseLabel": "2024" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueYearTwo", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityUndiscountedExcessAmount": { "auth_ref": [ "r662" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails": { "order": 1.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payments in excess of discounted obligation for lease payments for finance lease.", "label": "Finance Lease, Liability, Undiscounted Excess Amount", "negatedTerseLabel": "Imputed interest" } } }, "localname": "FinanceLeaseLiabilityUndiscountedExcessAmount", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeasePrincipalPayments": { "auth_ref": [ "r650", "r657" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow for principal payment on finance lease.", "label": "Finance Lease, Principal Payments", "verboseLabel": "Financing cash flows for finance leases" } } }, "localname": "FinanceLeasePrincipalPayments", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSupplementalCashFlowInformationRelatedtoLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseRightOfUseAssetAmortization": { "auth_ref": [ "r649", "r654", "r791" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsComponentsofLeaseCostDetails": { "order": 3.0, "parentTag": "us-gaap_LeaseCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization expense attributable to right-of-use asset from finance lease.", "label": "Finance Lease, Right-of-Use Asset, Amortization", "terseLabel": "Amortization of finance lease assets" } } }, "localname": "FinanceLeaseRightOfUseAssetAmortization", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsComponentsofLeaseCostDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseWeightedAverageDiscountRatePercent": { "auth_ref": [ "r660", "r791" ], "lang": { "en-us": { "role": { "documentation": "Weighted average discount rate for finance lease calculated at point in time.", "label": "Finance Lease, Weighted Average Discount Rate, Percent", "terseLabel": "Weighted-average discount rate - finance leases" } } }, "localname": "FinanceLeaseWeightedAverageDiscountRatePercent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsAdditionalInformationRelatedtoLeasesDetails" ], "xbrltype": "percentItemType" }, "us-gaap_FinanceLeaseWeightedAverageRemainingLeaseTerm1": { "auth_ref": [ "r659", "r791" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining lease term for finance lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Finance Lease, Weighted Average Remaining Lease Term", "terseLabel": "Weighted-average remaining lease term - finance leases" } } }, "localname": "FinanceLeaseWeightedAverageRemainingLeaseTerm1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsAdditionalInformationRelatedtoLeasesDetails" ], "xbrltype": "durationItemType" }, "us-gaap_FinancialInstrumentAxis": { "auth_ref": [ "r319", "r320", "r331", "r335", "r336", "r337", "r339", "r340", "r341", "r342", "r390", "r406", "r597", "r671", "r672", "r673", "r674", "r675", "r676", "r677", "r678", "r679", "r680", "r681", "r682", "r683", "r684", "r688", "r689", "r690", "r691", "r692", "r693", "r694", "r695", "r696", "r697", "r698", "r699", "r700", "r701", "r702", "r703", "r764", "r850", "r851", "r852", "r965", "r966", "r967", "r968", "r969", "r970", "r971" ], "lang": { "en-us": { "role": { "documentation": "Information by type of financial instrument.", "label": "Financial Instrument [Axis]", "terseLabel": "Financial Instrument [Axis]" } } }, "localname": "FinancialInstrumentAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FinancingReceivableAllowanceForCreditLosses": { "auth_ref": [ "r72", "r218", "r330", "r332", "r334", "r754", "r755", "r756", "r960" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of allowance for credit loss on financing receivable. Excludes allowance for financing receivable covered under loss sharing agreement.", "label": "Financing Receivable, Allowance for Credit Loss", "terseLabel": "Allowance for credit losses on notes receivable" } } }, "localname": "FinancingReceivableAllowanceForCreditLosses", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAHParenthetical", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAParenthetical" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAccumulatedAmortization": { "auth_ref": [ "r208", "r347" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accumulated amount of amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Accumulated Amortization", "netLabel": "Intangibles, accumulated amortization", "terseLabel": "Accumulated Amortization" } } }, "localname": "FiniteLivedIntangibleAssetsAccumulatedAmortization", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAHParenthetical", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAParenthetical", "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesInformationaboutGoodwillandOtherIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths": { "auth_ref": [ "r87" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year One", "terseLabel": "Projected amortization expense in 2023" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearFive": { "auth_ref": [ "r87" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Five", "terseLabel": "Projected amortization expense in 2027" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearFive", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearFour": { "auth_ref": [ "r87" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Four", "terseLabel": "Projected amortization expense in 2026" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearFour", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearThree": { "auth_ref": [ "r87" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Three", "terseLabel": "Projected amortization expense in 2025" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearThree", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo": { "auth_ref": [ "r87" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Two", "terseLabel": "Projected amortization expense in 2024" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis": { "auth_ref": [ "r344", "r346", "r347", "r349", "r706", "r707" ], "lang": { "en-us": { "role": { "documentation": "Information by major type or class of finite-lived intangible assets.", "label": "Finite-Lived Intangible Assets by Major Class [Axis]", "terseLabel": "Finite-Lived Intangible Assets by Major Class [Axis]" } } }, "localname": "FiniteLivedIntangibleAssetsByMajorClassAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesInformationaboutGoodwillandOtherIntangibleAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsGross": { "auth_ref": [ "r85", "r707" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Gross", "terseLabel": "Gross Carrying Amount" } } }, "localname": "FiniteLivedIntangibleAssetsGross", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesInformationaboutGoodwillandOtherIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Finite-Lived Intangible Assets [Line Items]", "terseLabel": "Finite-Lived Intangible Assets [Line Items]" } } }, "localname": "FiniteLivedIntangibleAssetsLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesInformationaboutGoodwillandOtherIntangibleAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsMajorClassNameDomain": { "auth_ref": [ "r80", "r84" ], "lang": { "en-us": { "role": { "documentation": "The major class of finite-lived intangible asset (for example, patents, trademarks, copyrights, etc.) A major class is composed of intangible assets that can be grouped together because they are similar, either by their nature or by their use in the operations of a company.", "label": "Finite-Lived Intangible Assets, Major Class Name [Domain]", "terseLabel": "Finite-Lived Intangible Assets, Major Class Name [Domain]" } } }, "localname": "FiniteLivedIntangibleAssetsMajorClassNameDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesInformationaboutGoodwillandOtherIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FixedIncomeFundsMember": { "auth_ref": [ "r895" ], "lang": { "en-us": { "role": { "documentation": "Investment that pools funds from investors to invest in a combination of underlying investments, primarily fixed income investments.", "label": "Fixed Income Funds [Member]", "verboseLabel": "Fixed-income securities" } } }, "localname": "FixedIncomeFundsMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAllocationofPlanAssetsDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansPensionandOtherPostretirementPlanAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FlightEquipmentGross": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 1.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetBeforeAccumulatedDepreciationAndAmortization", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The gross amount of long-lived, depreciable flight assets used in the entity's principle business operations, including owned aircraft and on capital lease, as well as capitalized improvements.", "label": "Flight Equipment, Gross", "terseLabel": "Flight equipment" } } }, "localname": "FlightEquipmentGross", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_FrequentFlierProgramPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for frequent flier or other similar programs provided by the entity.", "label": "Frequent Flier Program, Policy [Policy Text Block]", "terseLabel": "Frequent Flyer Accounting" } } }, "localname": "FrequentFlierProgramPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_FuelCosts": { "auth_ref": [ "r38" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH": { "order": 1.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fuel costs incurred that are directly related to goods produced and sold and services rendered during the reporting period.", "label": "Fuel Costs", "terseLabel": "Aircraft fuel" } } }, "localname": "FuelCosts", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_Goodwill": { "auth_ref": [ "r207", "r343", "r708", "r765", "r792", "r854", "r855" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 1.0, "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill", "terseLabel": "Goodwill" } } }, "localname": "Goodwill", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH", "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesInformationaboutGoodwillandOtherIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillAndIntangibleAssetsIntangibleAssetsPolicy": { "auth_ref": [ "r82" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for intangible assets. This accounting policy may address both intangible assets subject to amortization and those that are not. The following also may be disclosed: (1) a description of intangible assets (2) the estimated useful lives of those assets (3) the amortization method used (4) how the entity assesses and measures impairment of such assets (5) how future cash flows are estimated (6) how the fair values of such asset are determined.", "label": "Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block]", "terseLabel": "Intangibles" } } }, "localname": "GoodwillAndIntangibleAssetsIntangibleAssetsPolicy", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_GuaranteeObligationsByNatureAxis": { "auth_ref": [ "r105" ], "lang": { "en-us": { "role": { "documentation": "Information by nature of guarantee.", "label": "Guarantor Obligations, Nature [Axis]", "terseLabel": "Guarantor Obligations, Nature [Axis]" } } }, "localname": "GuaranteeObligationsByNatureAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_GuaranteeObligationsCurrentCarryingValue": { "auth_ref": [ "r104" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The current carrying amount of the liability for the freestanding or embedded guarantor's obligations under the guarantee or each group of similar guarantees.", "label": "Guarantor Obligations, Current Carrying Value", "terseLabel": "Contingent liabilities based on participation" } } }, "localname": "GuaranteeObligationsCurrentCarryingValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GuaranteeObligationsMaximumExposure": { "auth_ref": [ "r103" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Maximum potential amount of future payments (undiscounted) the guarantor could be required to make under the guarantee or each group of similar guarantees before reduction for potential recoveries under recourse or collateralization provisions.", "label": "Guarantor Obligations, Maximum Exposure, Undiscounted", "terseLabel": "Underlying debt and interest", "verboseLabel": "Guarantor obligations, maximum exposure" } } }, "localname": "GuaranteeObligationsMaximumExposure", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/VariableInterestEntitiesVIEDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GuaranteeObligationsNatureDomain": { "auth_ref": [ "r102" ], "lang": { "en-us": { "role": { "documentation": "Represents a description of the nature of the guarantee or each group of similar guarantees.", "label": "Guarantor Obligations, Nature [Domain]", "terseLabel": "Guarantor Obligations, Nature [Domain]" } } }, "localname": "GuaranteeObligationsNatureDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ImpairmentLongLivedAssetHeldForUseStatementOfIncomeOrComprehensiveIncomeExtensibleEnumeration": { "auth_ref": [ "r350" ], "lang": { "en-us": { "role": { "documentation": "Indicates line item in statement of income or comprehensive income that includes impairment of long-lived asset held for use.", "label": "Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration]", "terseLabel": "Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration]" } } }, "localname": "ImpairmentLongLivedAssetHeldForUseStatementOfIncomeOrComprehensiveIncomeExtensibleEnumeration", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "enumerationSetItemType" }, "us-gaap_ImpairmentOfIntangibleAssetsExcludingGoodwill": { "auth_ref": [ "r58", "r89" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of impairment loss recognized in the period resulting from the write-down of the carrying amount of an intangible asset (excluding goodwill) to fair value.", "label": "Impairment of Intangible Assets (Excluding Goodwill)", "terseLabel": "Intangible assets impairment charges" } } }, "localname": "ImpairmentOfIntangibleAssetsExcludingGoodwill", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ImpairmentOfLeasehold": { "auth_ref": [ "r58", "r92" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The adjustment to reduce the value of existing agreements that specify the lessee's rights to use the leased property. This expense is charged when the estimates of future profits generated by the leased property are reduced.", "label": "Impairment of Leasehold", "terseLabel": "Impairment of right-of-use assets" } } }, "localname": "ImpairmentOfLeasehold", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ImpairmentOfLongLivedAssetsHeldForUse": { "auth_ref": [ "r58", "r92", "r96" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate amount of write-downs for impairments recognized during the period for long lived assets held for use (including those held for disposal by means other than sale).", "label": "Impairment, Long-Lived Asset, Held-for-Use", "terseLabel": "Impairment, long-lived asset" } } }, "localname": "ImpairmentOfLongLivedAssetsHeldForUse", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ImpairmentOfOngoingProject": { "auth_ref": [ "r58", "r92" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount recognized as an operating expense or loss during the period to reduce the carrying amount of a project that has been impaired but not abandoned.", "label": "Impairment of Ongoing Project", "terseLabel": "Impairments related to cancelled projects" } } }, "localname": "ImpairmentOfOngoingProject", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock": { "auth_ref": [ "r91", "r97" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for recognizing and measuring the impairment of long-lived assets. An entity also may disclose its accounting policy for long-lived assets to be sold. This policy excludes goodwill and intangible assets.", "label": "Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]", "terseLabel": "Long-Lived Asset Impairments" } } }, "localname": "ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest": { "auth_ref": [ "r35", "r169", "r180", "r196", "r302", "r305", "r309", "r311", "r713", "r763" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH": { "order": 1.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest", "totalLabel": "Income (loss) before income taxes" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeStatementAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Statement [Abstract]", "terseLabel": "Income Statement [Abstract]" } } }, "localname": "IncomeStatementAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxAuthorityAxis": { "auth_ref": [ "r142" ], "lang": { "en-us": { "role": { "documentation": "Information by tax jurisdiction.", "label": "Income Tax Authority [Axis]", "terseLabel": "Income Tax Authority [Axis]" } } }, "localname": "IncomeTaxAuthorityAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxAuthorityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Agency, division or body classification that levies income taxes, examines tax returns for compliance, or grants exemptions from or makes other decisions pertaining to income taxes.", "label": "Income Tax Authority [Domain]", "terseLabel": "Income Tax Authority [Domain]" } } }, "localname": "IncomeTaxAuthorityDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeTaxDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Tax Disclosure [Abstract]", "terseLabel": "Income Tax Disclosure [Abstract]" } } }, "localname": "IncomeTaxDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxDisclosureTextBlock": { "auth_ref": [ "r244", "r570", "r573", "r576", "r581", "r585", "r587", "r588", "r589" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.", "label": "Income Tax Disclosure [Text Block]", "terseLabel": "INCOME TAXES" } } }, "localname": "IncomeTaxDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxes" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxExpenseBenefit": { "auth_ref": [ "r245", "r268", "r269", "r301", "r568", "r582", "r586", "r718" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/IncomeTaxesIncomeTaxProvisionBenefitDifferedfromAmountsComputedattheStatutoryFederalIncomeTaxRateandSignificantComponentsDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.unitedcontinentalholdings.com/role/IncomeTaxesIncomeTaxProvisionBenefitDifferedfromAmountsComputedattheStatutoryFederalIncomeTaxRateandSignificantComponentsDetails_1": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH": { "order": 2.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.", "label": "Income Tax Expense (Benefit)", "terseLabel": "Income tax expense (benefit)", "totalLabel": "Income tax expense (benefit)" } } }, "localname": "IncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesIncomeTaxProvisionBenefitDifferedfromAmountsComputedattheStatutoryFederalIncomeTaxRateandSignificantComponentsDetails", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r935" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/IncomeTaxesIncomeTaxProvisionBenefitDifferedfromAmountsComputedattheStatutoryFederalIncomeTaxRateandSignificantComponentsDetails": { "order": 5.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to increase (decrease) in the valuation allowance for deferred tax assets.", "label": "Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount", "terseLabel": "Valuation allowance" } } }, "localname": "IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesIncomeTaxProvisionBenefitDifferedfromAmountsComputedattheStatutoryFederalIncomeTaxRateandSignificantComponentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate": { "auth_ref": [ "r569" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/IncomeTaxesIncomeTaxProvisionBenefitDifferedfromAmountsComputedattheStatutoryFederalIncomeTaxRateandSignificantComponentsDetails": { "order": 1.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of income tax expense or benefit for the period computed by applying the domestic federal statutory tax rates to pretax income from continuing operations.", "label": "Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount", "terseLabel": "Income tax provision (benefit) at statutory rate" } } }, "localname": "IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesIncomeTaxProvisionBenefitDifferedfromAmountsComputedattheStatutoryFederalIncomeTaxRateandSignificantComponentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationNondeductibleExpense": { "auth_ref": [ "r935" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/IncomeTaxesIncomeTaxProvisionBenefitDifferedfromAmountsComputedattheStatutoryFederalIncomeTaxRateandSignificantComponentsDetails": { "order": 4.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to nondeductible expenses.", "label": "Effective Income Tax Rate Reconciliation, Nondeductible Expense, Amount", "terseLabel": "Nondeductible transportation fringe benefit" } } }, "localname": "IncomeTaxReconciliationNondeductibleExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesIncomeTaxProvisionBenefitDifferedfromAmountsComputedattheStatutoryFederalIncomeTaxRateandSignificantComponentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationNondeductibleExpenseMealsAndEntertainment": { "auth_ref": [ "r935" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/IncomeTaxesIncomeTaxProvisionBenefitDifferedfromAmountsComputedattheStatutoryFederalIncomeTaxRateandSignificantComponentsDetails": { "order": 3.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to nondeductible meals and entertainment expense.", "label": "Effective Income Tax Rate Reconciliation, Nondeductible Expense, Meals and Entertainment, Amount", "terseLabel": "Nondeductible employee meals" } } }, "localname": "IncomeTaxReconciliationNondeductibleExpenseMealsAndEntertainment", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesIncomeTaxProvisionBenefitDifferedfromAmountsComputedattheStatutoryFederalIncomeTaxRateandSignificantComponentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationOtherAdjustments": { "auth_ref": [ "r935" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/IncomeTaxesIncomeTaxProvisionBenefitDifferedfromAmountsComputedattheStatutoryFederalIncomeTaxRateandSignificantComponentsDetails": { "order": 6.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to other adjustments.", "label": "Effective Income Tax Rate Reconciliation, Other Adjustments, Amount", "terseLabel": "Other, net" } } }, "localname": "IncomeTaxReconciliationOtherAdjustments", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesIncomeTaxProvisionBenefitDifferedfromAmountsComputedattheStatutoryFederalIncomeTaxRateandSignificantComponentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationStateAndLocalIncomeTaxes": { "auth_ref": [ "r935" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/IncomeTaxesIncomeTaxProvisionBenefitDifferedfromAmountsComputedattheStatutoryFederalIncomeTaxRateandSignificantComponentsDetails": { "order": 2.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to state and local income tax expense (benefit).", "label": "Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount", "terseLabel": "State income tax provision (benefit), net of federal income tax benefit" } } }, "localname": "IncomeTaxReconciliationStateAndLocalIncomeTaxes", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesIncomeTaxProvisionBenefitDifferedfromAmountsComputedattheStatutoryFederalIncomeTaxRateandSignificantComponentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxUncertaintiesPolicy": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for tax positions taken in the tax return filed or to be filed for which it is more likely than not that the tax position will not be sustained upon examination by taxing authorities and other types of contingencies related to income taxes.", "label": "Income Tax Uncertainties, Policy [Policy Text Block]", "terseLabel": "Uncertain Income Tax Positions" } } }, "localname": "IncomeTaxUncertaintiesPolicy", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxesPaidNet": { "auth_ref": [ "r62" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income, net of any cash received during the current period as refunds for the overpayment of taxes.", "label": "Income Taxes Paid, Net", "terseLabel": "Income taxes" } } }, "localname": "IncomeTaxesPaidNet", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseDueFromAffiliates": { "auth_ref": [ "r57" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH": { "order": 9.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in receivables to be collected from an entity that is controlling, under the control of, or within the same control group as the reporting entity by means of direct or indirect ownership.", "label": "Increase (Decrease) Due from Affiliates", "negatedLabel": "Increase in intercompany receivables" } } }, "localname": "IncreaseDecreaseDueFromAffiliates", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsPayable": { "auth_ref": [ "r57" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH": { "order": 11.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business.", "label": "Increase (Decrease) in Accounts Payable", "terseLabel": "Increase (decrease) in accounts payable" } } }, "localname": "IncreaseDecreaseInAccountsPayable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInOtherOperatingAssets": { "auth_ref": [ "r57" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in operating assets classified as other.", "label": "Increase (Decrease) in Other Operating Assets", "negatedLabel": "(Increase) decrease in other assets" } } }, "localname": "IncreaseDecreaseInOtherOperatingAssets", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInOtherOperatingAssetsAndLiabilitiesNetAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Increase (Decrease) in Other Operating Assets and Liabilities, Net [Abstract]", "terseLabel": "Changes in operating assets and liabilities -" } } }, "localname": "IncreaseDecreaseInOtherOperatingAssetsAndLiabilitiesNetAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH" ], "xbrltype": "stringItemType" }, "us-gaap_IncreaseDecreaseInOtherOperatingLiabilities": { "auth_ref": [ "r57" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH": { "order": 12.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in operating liabilities classified as other.", "label": "Increase (Decrease) in Other Operating Liabilities", "terseLabel": "Increase (decrease) in other liabilities" } } }, "localname": "IncreaseDecreaseInOtherOperatingLiabilities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInReceivables": { "auth_ref": [ "r57" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the total amount due within one year (or one operating cycle) from all parties, associated with underlying transactions that are classified as operating activities.", "label": "Increase (Decrease) in Receivables", "negatedLabel": "(Increase) decrease in receivables" } } }, "localname": "IncreaseDecreaseInReceivables", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInStockholdersEquityRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Increase (Decrease) in Stockholders' Equity [Roll Forward]", "terseLabel": "Increase (Decrease) in Stockholders' Equity [Roll Forward]" } } }, "localname": "IncreaseDecreaseInStockholdersEquityRollForward", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUAH" ], "xbrltype": "stringItemType" }, "us-gaap_IncrementalCommonSharesAttributableToCallOptionsAndWarrants": { "auth_ref": [ "r275", "r276", "r277", "r284" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/EarningsLossPerShareDetails": { "order": 2.0, "parentTag": "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Additional shares included in the calculation of diluted EPS as a result of the potentially dilutive effect of call options and warrants using the treasury stock method.", "label": "Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants", "terseLabel": "Dilutive effect of stock warrants (in shares)" } } }, "localname": "IncrementalCommonSharesAttributableToCallOptionsAndWarrants", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/EarningsLossPerShareDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_IncrementalCommonSharesAttributableToShareBasedPaymentArrangements": { "auth_ref": [ "r275", "r276", "r278", "r284", "r521" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/EarningsLossPerShareDetails": { "order": 3.0, "parentTag": "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Additional shares included in the calculation of diluted EPS as a result of the potentially dilutive effect of share based payment arrangements using the treasury stock method.", "label": "Incremental Common Shares Attributable to Dilutive Effect of Share-Based Payment Arrangements", "terseLabel": "Dilutive effect of employee stock awards (in shares)" } } }, "localname": "IncrementalCommonSharesAttributableToShareBasedPaymentArrangements", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/EarningsLossPerShareDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_IndefiniteLivedIntangibleAssetsByMajorClassAxis": { "auth_ref": [ "r345", "r348" ], "lang": { "en-us": { "role": { "documentation": "Information by type or class of assets, excluding financial assets and goodwill, lacking physical substance and having a projected indefinite period of benefit.", "label": "Indefinite-Lived Intangible Assets [Axis]", "terseLabel": "Indefinite-lived Intangible Assets [Axis]" } } }, "localname": "IndefiniteLivedIntangibleAssetsByMajorClassAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesInformationaboutGoodwillandOtherIntangibleAssetsDetails", "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IndefiniteLivedIntangibleAssetsByMajorClassLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Indefinite-Lived Intangible Assets [Line Items]", "terseLabel": "Indefinite-lived Intangible Assets [Line Items]" } } }, "localname": "IndefiniteLivedIntangibleAssetsByMajorClassLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesInformationaboutGoodwillandOtherIntangibleAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IndefiniteLivedIntangibleAssetsExcludingGoodwill": { "auth_ref": [ "r88" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of assets, excluding financial assets and goodwill, lacking physical substance and having a projected indefinite period of benefit.", "label": "Indefinite-Lived Intangible Assets (Excluding Goodwill)", "terseLabel": "Gross\u00a0 Carrying Amount" } } }, "localname": "IndefiniteLivedIntangibleAssetsExcludingGoodwill", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesInformationaboutGoodwillandOtherIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IndefiniteLivedIntangibleAssetsMajorClassNameDomain": { "auth_ref": [ "r81", "r88" ], "lang": { "en-us": { "role": { "documentation": "The major class of indefinite-lived intangible asset (for example, trade names, etc. but not all-inclusive), excluding goodwill. A major class is composed of intangible assets that can be grouped together because they are similar, either by their nature or by their use in the operations of the company.", "label": "Indefinite-Lived Intangible Assets, Major Class Name [Domain]", "terseLabel": "Indefinite-lived Intangible Assets, Major Class Name [Domain]" } } }, "localname": "IndefiniteLivedIntangibleAssetsMajorClassNameDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesInformationaboutGoodwillandOtherIntangibleAssetsDetails", "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_IndirectGuaranteeOfIndebtednessMember": { "auth_ref": [ "r364" ], "lang": { "en-us": { "role": { "documentation": "An indirect guarantee of the indebtedness of another party arises under an agreement that obligates one entity to transfer funds to a second entity upon the occurrence of specified events, under conditions whereby (a) the funds become legally available to creditors of the second entity and (b) those creditors may enforce the second entity's claims against the first entity under the agreement. Examples of indirect guarantees include agreements to advance funds if a second entity's net income, coverage of fixed charges, or working capital falls below a specified minimum.", "label": "Indirect Guarantee of Indebtedness [Member]", "terseLabel": "Indirect Guarantee of Indebtedness" } } }, "localname": "IndirectGuaranteeOfIndebtednessMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_IntangibleAssetsNetExcludingGoodwill": { "auth_ref": [ "r78", "r83" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 2.0, "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts of all intangible assets, excluding goodwill, as of the balance sheet date, net of accumulated amortization and impairment charges.", "label": "Intangible Assets, Net (Excluding Goodwill)", "terseLabel": "Intangibles, less accumulated amortization (2022\u2014$1,472; 2021\u2014$1,544)" } } }, "localname": "IntangibleAssetsNetExcludingGoodwill", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestCostsCapitalizedAdjustment": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH": { "order": 3.0, "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of interest costs capitalized disclosed as an adjusting item to interest costs incurred.", "label": "Interest Costs Capitalized Adjustment", "terseLabel": "Interest capitalized" } } }, "localname": "InterestCostsCapitalizedAdjustment", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestCostsIncurred": { "auth_ref": [ "r641" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH": { "order": 1.0, "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Total interest costs incurred during the period and either capitalized or charged against earnings.", "label": "Interest Costs Incurred", "negatedLabel": "Interest expense" } } }, "localname": "InterestCostsIncurred", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestPaidNet": { "auth_ref": [ "r237", "r239", "r240" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash paid for interest, excluding capitalized interest, classified as operating activity. Includes, but is not limited to, payment to settle zero-coupon bond for accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount.", "label": "Interest Paid, Excluding Capitalized Interest, Operating Activities", "terseLabel": "Interest" } } }, "localname": "InterestPaidNet", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_InventoryValuationReserveMember": { "auth_ref": [ "r831", "r832", "r833", "r834", "r835" ], "lang": { "en-us": { "role": { "documentation": "Reserve to reduce inventory to lower of cost or net realizable value.", "label": "SEC Schedule, 12-09, Reserve, Inventory [Member]", "terseLabel": "Obsolescence allowance-spare parts" } } }, "localname": "InventoryValuationReserveMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_InvestmentIncomeInterest": { "auth_ref": [ "r42", "r299" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH": { "order": 2.0, "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount before accretion (amortization) of purchase discount (premium) of interest income on nonoperating securities.", "label": "Investment Income, Interest", "terseLabel": "Interest income" } } }, "localname": "InvestmentIncomeInterest", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_InvestmentTypeAxis": { "auth_ref": [ "r732", "r733", "r734", "r735", "r736", "r737", "r738", "r739", "r740", "r741", "r742", "r743", "r744", "r745", "r746" ], "lang": { "en-us": { "role": { "documentation": "Information by type of investments.", "label": "Investment Type [Axis]", "terseLabel": "Investment Type [Axis]" } } }, "localname": "InvestmentTypeAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableFairValueofFinancialAssetsandLiabilitiesMeasuredatFairValueonaRecurringBasisDetails" ], "xbrltype": "stringItemType" }, "us-gaap_InvestmentTypeCategorizationMember": { "auth_ref": [ "r732", "r733", "r734", "r735", "r736", "r737", "r738", "r739", "r740", "r741", "r742", "r743", "r744", "r745", "r746" ], "lang": { "en-us": { "role": { "documentation": "Asset obtained to generate income or appreciate in value.", "label": "Investments [Domain]", "terseLabel": "Investments [Domain]" } } }, "localname": "InvestmentTypeCategorizationMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableFairValueofFinancialAssetsandLiabilitiesMeasuredatFairValueonaRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_InvestmentsFairValueDisclosure": { "auth_ref": [ "r612" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of investment securities, including, but not limited to, marketable securities, derivative financial instruments, and investments accounted for under the equity method.", "label": "Investments, Fair Value Disclosure", "terseLabel": "Short-term investments" } } }, "localname": "InvestmentsFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableFairValueofFinancialAssetsandLiabilitiesMeasuredatFairValueonaRecurringBasisDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LaborAndRelatedExpense": { "auth_ref": [ "r817" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH": { "order": 2.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense for salary, wage, profit sharing; incentive and equity-based compensation; and other employee benefit.", "label": "Labor and Related Expense", "terseLabel": "Salaries and related costs" } } }, "localname": "LaborAndRelatedExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_LandingFeesAndOtherRentals": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH": { "order": 3.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Direct costs incurred at airports in which the entity conducts flight operations. The costs primarily consist of fees paid to the airport authority for takeoff and landing, gate space and facilities, allocations of common space such as security and other terminal costs and fuel storage facilities.", "label": "Landing Fees and Other Rentals", "terseLabel": "Landing fees and other rent" } } }, "localname": "LandingFeesAndOtherRentals", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_LatinAmericaDestinationMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Latin America destinations determined principally based on geographic region as defined by the U.S. Department of Transportation.", "label": "Latin America Destination [Member]", "terseLabel": "Latin America" } } }, "localname": "LatinAmericaDestinationMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesOperatingRevenuebyPrincipalGeographicRegionDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LeaseCost": { "auth_ref": [ "r661", "r791" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsComponentsofLeaseCostDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of lease cost recognized by lessee for lease contract.", "label": "Lease, Cost", "totalLabel": "Total lease cost" } } }, "localname": "LeaseCost", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsComponentsofLeaseCostDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LeaseCostTableTextBlock": { "auth_ref": [ "r950" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of lessee's lease cost. Includes, but is not limited to, interest expense for finance lease, amortization of right-of-use asset for finance lease, operating lease cost, short-term lease cost, variable lease cost and sublease income.", "label": "Lease, Cost [Table Text Block]", "terseLabel": "Components of Lease Cost" } } }, "localname": "LeaseCostTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_LeasesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Leases [Abstract]", "terseLabel": "Leases [Abstract]" } } }, "localname": "LeasesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_LesseeFinanceLeasesTextBlock": { "auth_ref": [ "r663" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for finance leases of lessee. Includes, but is not limited to, description of lessee's finance lease and maturity analysis of finance lease liability.", "label": "Lessee, Finance Leases [Text Block]", "terseLabel": "LEASES AND CAPACITY PURCHASE AGREEMENTS" } } }, "localname": "LesseeFinanceLeasesTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreements" ], "xbrltype": "textBlockItemType" }, "us-gaap_LesseeLeaseDescriptionLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Lessee, Lease, Description [Line Items]", "terseLabel": "Lessee, Lease, Description [Line Items]" } } }, "localname": "LesseeLeaseDescriptionLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsFutureLeasePaymentunderTermsofCapacityPurchaseAgreementDetails", "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LesseeLeaseDescriptionTable": { "auth_ref": [ "r653" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about lessee's leases.", "label": "Lessee, Lease, Description [Table]", "terseLabel": "Lessee, Lease, Description [Table]" } } }, "localname": "LesseeLeaseDescriptionTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsFutureLeasePaymentunderTermsofCapacityPurchaseAgreementDetails", "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityMaturityTableTextBlock": { "auth_ref": [ "r951" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of undiscounted cash flows of lessee's operating lease liability. Includes, but is not limited to, reconciliation of undiscounted cash flows to operating lease liability recognized in statement of financial position.", "label": "Lessee, Operating Lease, Liability, Maturity [Table Text Block]", "terseLabel": "Summary of Scheduled Future Minimum Lease Payments under Operating Leases" } } }, "localname": "LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue": { "auth_ref": [ "r662" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails_1": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease.", "label": "Lessee, Operating Lease, Liability, to be Paid", "totalLabel": "Minimum lease payments" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueAfterYearFive": { "auth_ref": [ "r662" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails_1": { "order": 6.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease due after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, after Year Five", "terseLabel": "After 2027" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueAfterYearFive", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths": { "auth_ref": [ "r662" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails_1": { "order": 1.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year One", "terseLabel": "2023" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearFive": { "auth_ref": [ "r662" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails_1": { "order": 5.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Five", "terseLabel": "2027" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearFive", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearFour": { "auth_ref": [ "r662" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails_1": { "order": 4.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Four", "terseLabel": "2026" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearFour", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearThree": { "auth_ref": [ "r662" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails_1": { "order": 3.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Three", "terseLabel": "2025" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearThree", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearTwo": { "auth_ref": [ "r662" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails_1": { "order": 2.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Two", "terseLabel": "2024" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearTwo", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityUndiscountedExcessAmount": { "auth_ref": [ "r662" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails": { "order": 1.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payments in excess of discounted obligation for lease payments for operating lease.", "label": "Lessee, Operating Lease, Liability, Undiscounted Excess Amount", "negatedTerseLabel": "Imputed interest" } } }, "localname": "LesseeOperatingLeaseLiabilityUndiscountedExcessAmount", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeasesTextBlock": { "auth_ref": [ "r663" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for operating leases of lessee. Includes, but is not limited to, description of operating lease and maturity analysis of operating lease liability.", "label": "Lessee, Operating Leases [Text Block]", "terseLabel": "LEASES AND CAPACITY PURCHASE AGREEMENTS" } } }, "localname": "LesseeOperatingLeasesTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreements" ], "xbrltype": "textBlockItemType" }, "us-gaap_LiabilitiesAndStockholdersEquity": { "auth_ref": [ "r13", "r176", "r191", "r792", "r827", "r853", "r944" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.", "label": "Liabilities and Equity", "totalLabel": "Total liabilities and stockholders' equity" } } }, "localname": "LiabilitiesAndStockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities and Equity [Abstract]", "terseLabel": "LIABILITIES AND STOCKHOLDERS' EQUITY" } } }, "localname": "LiabilitiesAndStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "stringItemType" }, "us-gaap_LiabilitiesCurrent": { "auth_ref": [ "r18", "r205", "r243", "r323", "r365", "r366", "r367", "r368", "r369", "r370", "r371", "r372", "r373", "r594", "r595", "r596", "r622", "r792", "r866", "r952", "r953" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.", "label": "Liabilities, Current", "totalLabel": "Total current liabilities" } } }, "localname": "LiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities, Current [Abstract]", "terseLabel": "Current liabilities:" } } }, "localname": "LiabilitiesCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "stringItemType" }, "us-gaap_LineOfCreditFacilityRemainingBorrowingCapacity": { "auth_ref": [ "r15" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of borrowing capacity currently available under the credit facility (current borrowing capacity less the amount of borrowings outstanding).", "label": "Line of Credit Facility, Remaining Borrowing Capacity", "terseLabel": "Available under revolving credit facility" } } }, "localname": "LineOfCreditFacilityRemainingBorrowingCapacity", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LineOfCreditMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A contractual arrangement with a lender under which borrowings can be made up to a specific amount at any point in time, and under which borrowings outstanding may be either short-term or long-term, depending upon the particulars.", "label": "Line of Credit [Member]", "terseLabel": "Line of Credit" } } }, "localname": "LineOfCreditMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtSummaryofCollateralCovenantsandCrossDefaultProvisionsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LondonInterbankOfferedRateLIBORMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Interest rate at which a bank borrows funds from other banks in the London interbank market.", "label": "London Interbank Offered Rate (LIBOR) [Member]", "terseLabel": "LIBOR" } } }, "localname": "LondonInterbankOfferedRateLIBORMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LongTermDebt": { "auth_ref": [ "r3", "r175", "r188", "r381", "r393", "r767", "r768" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/DebtContractualPrincipalPaymentsunderOutstandingLongTermDebtAgreementsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.", "label": "Long-Term Debt", "terseLabel": "Long term debt", "totalLabel": "Long-term debt", "verboseLabel": "Long-term debt, carrying amount" } } }, "localname": "LongTermDebt", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtContractualPrincipalPaymentsunderOutstandingLongTermDebtAgreementsDetails", "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableCarryingAmountsandEstimatedFairValuesofFinancialInstrumentsDetails", "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtCurrent": { "auth_ref": [ "r16" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 5.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 }, "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails": { "order": 2.0, "parentTag": "us-gaap_DebtInstrumentCarryingAmount", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt, classified as current. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.", "label": "Long-Term Debt, Current Maturities", "negatedLabel": "Less: current portion of long-term debt", "terseLabel": "Current maturities of long-term debt" } } }, "localname": "LongTermDebtCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH", "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtFairValue": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The fair value amount of long-term debt whether such amount is presented as a separate caption or as a parenthetical disclosure. Additionally, this element may be used in connection with the fair value disclosures required in the footnote disclosures to the financial statements. The element may be used in both the balance sheet and disclosure in the same submission.", "label": "Long-Term Debt, Fair Value", "terseLabel": "Long-term debt, fair value" } } }, "localname": "LongTermDebtFairValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableCarryingAmountsandEstimatedFairValuesofFinancialInstrumentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalAfterYearFive": { "auth_ref": [ "r106", "r246", "r869" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/DebtContractualPrincipalPaymentsunderOutstandingLongTermDebtAgreementsDetails": { "order": 6.0, "parentTag": "us-gaap_LongTermDebt", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of long-term debt payable, sinking fund requirement, and other securities issued that are redeemable by holder at fixed or determinable price and date, maturing after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Long-Term Debt, Maturity, after Year Five", "terseLabel": "After 2027" } } }, "localname": "LongTermDebtMaturitiesRepaymentsOfPrincipalAfterYearFive", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtContractualPrincipalPaymentsunderOutstandingLongTermDebtAgreementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalInNextTwelveMonths": { "auth_ref": [ "r106", "r246", "r385" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/DebtContractualPrincipalPaymentsunderOutstandingLongTermDebtAgreementsDetails": { "order": 1.0, "parentTag": "us-gaap_LongTermDebt", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of long-term debt payable, sinking fund requirement, and other securities issued that are redeemable by holder at fixed or determinable price and date, maturing in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Long-Term Debt, Maturity, Year One", "terseLabel": "2023" } } }, "localname": "LongTermDebtMaturitiesRepaymentsOfPrincipalInNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtContractualPrincipalPaymentsunderOutstandingLongTermDebtAgreementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalInYearFive": { "auth_ref": [ "r106", "r246", "r385" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/DebtContractualPrincipalPaymentsunderOutstandingLongTermDebtAgreementsDetails": { "order": 5.0, "parentTag": "us-gaap_LongTermDebt", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of long-term debt payable, sinking fund requirement, and other securities issued that are redeemable by holder at fixed or determinable price and date, maturing in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Long-Term Debt, Maturity, Year Five", "terseLabel": "2027" } } }, "localname": "LongTermDebtMaturitiesRepaymentsOfPrincipalInYearFive", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtContractualPrincipalPaymentsunderOutstandingLongTermDebtAgreementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalInYearFour": { "auth_ref": [ "r106", "r246", "r385" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/DebtContractualPrincipalPaymentsunderOutstandingLongTermDebtAgreementsDetails": { "order": 4.0, "parentTag": "us-gaap_LongTermDebt", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of long-term debt payable, sinking fund requirement, and other securities issued that are redeemable by holder at fixed or determinable price and date, maturing in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Long-Term Debt, Maturity, Year Four", "terseLabel": "2026" } } }, "localname": "LongTermDebtMaturitiesRepaymentsOfPrincipalInYearFour", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtContractualPrincipalPaymentsunderOutstandingLongTermDebtAgreementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalInYearThree": { "auth_ref": [ "r106", "r246", "r385" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/DebtContractualPrincipalPaymentsunderOutstandingLongTermDebtAgreementsDetails": { "order": 3.0, "parentTag": "us-gaap_LongTermDebt", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of long-term debt payable, sinking fund requirement, and other securities issued that are redeemable by holder at fixed or determinable price and date, maturing in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Long-Term Debt, Maturity, Year Three", "terseLabel": "2025" } } }, "localname": "LongTermDebtMaturitiesRepaymentsOfPrincipalInYearThree", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtContractualPrincipalPaymentsunderOutstandingLongTermDebtAgreementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalInYearTwo": { "auth_ref": [ "r106", "r246", "r385" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/DebtContractualPrincipalPaymentsunderOutstandingLongTermDebtAgreementsDetails": { "order": 2.0, "parentTag": "us-gaap_LongTermDebt", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of long-term debt payable, sinking fund requirement, and other securities issued that are redeemable by holder at fixed or determinable price and date, maturing in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Long-Term Debt, Maturity, Year Two", "terseLabel": "2024" } } }, "localname": "LongTermDebtMaturitiesRepaymentsOfPrincipalInYearTwo", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtContractualPrincipalPaymentsunderOutstandingLongTermDebtAgreementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtNoncurrent": { "auth_ref": [ "r212" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 }, "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails": { "order": 3.0, "parentTag": "us-gaap_DebtInstrumentCarryingAmount", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt classified as noncurrent. Excludes lease obligation.", "label": "Long-Term Debt, Excluding Current Maturities", "netLabel": "Long-term debt, net", "terseLabel": "Long-term debt" } } }, "localname": "LongTermDebtNoncurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH", "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtTextBlock": { "auth_ref": [ "r109" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for long-term debt.", "label": "Long-Term Debt [Text Block]", "terseLabel": "DEBT" } } }, "localname": "LongTermDebtTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/Debt" ], "xbrltype": "textBlockItemType" }, "us-gaap_LongTermPurchaseCommitmentLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Long-Term Purchase Commitment [Line Items]", "terseLabel": "Long-term Purchase Commitment [Line Items]" } } }, "localname": "LongTermPurchaseCommitmentLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesFirmCommitmentsandOptionstoPurchaseAircraftDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LongTermPurchaseCommitmentTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule setting forth key provisions of an arrangement under which the entity has agreed to purchase goods or services over a period of time greater than one year or the normal operating cycle, if longer, including the item for which expenditures will be made, minimum quantities, milestones, time period and committed amount.", "label": "Long-Term Purchase Commitment [Table]", "terseLabel": "Long-term Purchase Commitment [Table]" } } }, "localname": "LongTermPurchaseCommitmentTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesFirmCommitmentsandOptionstoPurchaseAircraftDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LongTermPurchaseCommitmentTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of key provisions of an arrangement under which the entity has agreed to purchase goods or services over a period of time greater than one year or the normal operating cycle, if longer, including the item for which expenditures will be made, minimum quantities, milestones, time period and committed amount.", "label": "Long-Term Purchase Commitment [Table Text Block]", "terseLabel": "Firm Commitments and Options to Purchase Aircraft and Summary of Commitments" } } }, "localname": "LongTermPurchaseCommitmentTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_LongtermDebtTypeAxis": { "auth_ref": [ "r20" ], "lang": { "en-us": { "role": { "documentation": "Information by type of long-term debt.", "label": "Long-Term Debt, Type [Axis]", "terseLabel": "Long-term Debt, Type [Axis]" } } }, "localname": "LongtermDebtTypeAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/DebtSummaryofCollateralCovenantsandCrossDefaultProvisionsDetails", "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails", "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/VariableInterestEntitiesVIEDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LongtermDebtTypeDomain": { "auth_ref": [ "r20", "r107" ], "lang": { "en-us": { "role": { "documentation": "Type of long-term debt arrangement, such as notes, line of credit, commercial paper, asset-based financing, project financing, letter of credit financing. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer.", "label": "Long-Term Debt, Type [Domain]", "terseLabel": "Long-term Debt, Type [Domain]" } } }, "localname": "LongtermDebtTypeDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/DebtSummaryofCollateralCovenantsandCrossDefaultProvisionsDetails", "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails", "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/VariableInterestEntitiesVIEDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LossContingencyLossInPeriod": { "auth_ref": [ "r862" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of loss pertaining to the specified contingency that was charged against earnings in the period, including the effects of revisions in previously reported estimates.", "label": "Loss Contingency, Loss in Period", "terseLabel": "Loss contingency, loss in period" } } }, "localname": "LossContingencyLossInPeriod", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_MainlineMember": { "auth_ref": [ "r872" ], "lang": { "en-us": { "role": { "documentation": "Significant, primary, generally longer routes of a carrier that it operates under its own brand, depart from or arrive to major cities or destinations, which are not defined by the entity as regional.", "label": "Mainline [Member]", "terseLabel": "Mainline Aircraft" } } }, "localname": "MainlineMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MaintenanceCostPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of the accounting policy for maintenance costs. Does not include planned major maintenance activities.", "label": "Maintenance Cost, Policy [Policy Text Block]", "terseLabel": "Maintenance and Repairs" } } }, "localname": "MaintenanceCostPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_MovementInValuationAllowancesAndReservesRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]", "terseLabel": "SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]" } } }, "localname": "MovementInValuationAllowancesAndReservesRollForward", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_MultiemployerPlanEmployerContributionCost": { "auth_ref": [ "r503", "r504", "r516", "r789" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cost for employer contribution to multiemployer plan. Multiemployer plan includes, but is not limited to, pension plan determined to be individually significant and insignificant and other postretirement benefit plan.", "label": "Multiemployer Plan, Employer Contribution, Cost", "terseLabel": "Contributions" } } }, "localname": "MultiemployerPlanEmployerContributionCost", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansParticipationintheIAMNationalPensionPlanDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_MultiemployerPlanPensionSignificantPlanContribution": { "auth_ref": [ "r514", "r789" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of contribution received by multiemployer pension plan from all employers participating in multiemployer pension plan determined to be individually significant.", "label": "Multiemployer Plan, Pension, Significant, Plan Contribution", "terseLabel": "Multi-employer plan contributions" } } }, "localname": "MultiemployerPlanPensionSignificantPlanContribution", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_MultiemployerPlanPensionSignificantSurchargeFixedList": { "auth_ref": [ "r512", "r789" ], "lang": { "en-us": { "role": { "documentation": "Indicates whether employer paid surcharge to multiemployer pension plan determined to be individually significant. Acceptable values are \"No\", \"Yes\" and \"NA\".", "label": "Multiemployer Plan, Pension, Significant, Surcharge [Fixed List]", "terseLabel": "Surcharge imposed" } } }, "localname": "MultiemployerPlanPensionSignificantSurchargeFixedList", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansParticipationintheIAMNationalPensionPlanDetails" ], "xbrltype": "surchargeItemType" }, "us-gaap_MultiemployerPlansLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Multiemployer Plan [Line Items]", "terseLabel": "Multiemployer Plans [Line Items]" } } }, "localname": "MultiemployerPlansLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansParticipationintheIAMNationalPensionPlanDetails" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivities": { "auth_ref": [ "r238" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH": { "order": 3.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.", "label": "Net Cash Provided by (Used in) Financing Activities", "totalLabel": "Net cash provided by (used in) financing activities" } } }, "localname": "NetCashProvidedByUsedInFinancingActivities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivitiesContinuingOperationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Financing Activities, Continuing Operations [Abstract]", "terseLabel": "Financing Activities:" } } }, "localname": "NetCashProvidedByUsedInFinancingActivitiesContinuingOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivities": { "auth_ref": [ "r238" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH": { "order": 2.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.", "label": "Net Cash Provided by (Used in) Investing Activities", "totalLabel": "Net cash provided by (used in) investing activities" } } }, "localname": "NetCashProvidedByUsedInInvestingActivities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivitiesContinuingOperationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Investing Activities, Continuing Operations [Abstract]", "terseLabel": "Investing Activities:" } } }, "localname": "NetCashProvidedByUsedInInvestingActivitiesContinuingOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivities": { "auth_ref": [ "r55", "r56", "r59" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH": { "order": 1.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.", "label": "Net Cash Provided by (Used in) Operating Activities", "totalLabel": "Net cash provided by (used in) operating activities" } } }, "localname": "NetCashProvidedByUsedInOperatingActivities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Operating Activities, Continuing Operations [Abstract]", "terseLabel": "Operating Activities:" } } }, "localname": "NetCashProvidedByUsedInOperatingActivitiesContinuingOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH" ], "xbrltype": "stringItemType" }, "us-gaap_NetIncomeLoss": { "auth_ref": [ "r36", "r59", "r181", "r195", "r203", "r225", "r228", "r232", "r243", "r259", "r262", "r263", "r264", "r265", "r268", "r269", "r280", "r302", "r305", "r309", "r311", "r323", "r365", "r366", "r367", "r368", "r369", "r370", "r371", "r372", "r373", "r609", "r622", "r763", "r866" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH": { "order": 13.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedComprehensiveIncomeLossUAH": { "order": 1.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTax", "weight": 1.0 }, "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.", "label": "Net Income (Loss) Attributable to Parent", "terseLabel": "Net income (loss)", "totalLabel": "Net income (loss)" } } }, "localname": "NetIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedComprehensiveIncomeLossUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedComprehensiveIncomeLossUAH", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic": { "auth_ref": [ "r262", "r263", "r264", "r265", "r271", "r272", "r281", "r284", "r302", "r305", "r309", "r311", "r763" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.", "label": "Net Income (Loss) Available to Common Stockholders, Basic", "terseLabel": "Earnings (loss) available to common stockholders" } } }, "localname": "NetIncomeLossAvailableToCommonStockholdersBasic", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/EarningsLossPerShareDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NoncashOrPartNoncashAcquisitionFixedAssetsAcquired1": { "auth_ref": [ "r63", "r64", "r65" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of fixed assets that an Entity acquires in a noncash (or part noncash) acquisition. Noncash is defined as information about all investing and financing activities of an enterprise during a period that affect recognized assets or liabilities but that do not result in cash receipts or cash payments in the period. \"Part noncash\" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.", "label": "Noncash or Part Noncash Acquisition, Fixed Assets Acquired", "terseLabel": "Property and equipment acquired through the issuance of debt, finance leases and other" } } }, "localname": "NoncashOrPartNoncashAcquisitionFixedAssetsAcquired1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_NonoperatingIncomeExpense": { "auth_ref": [ "r43" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH": { "order": 2.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The aggregate amount of income or expense from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business).", "label": "Nonoperating Income (Expense)", "totalLabel": "Total nonoperating expense, net" } } }, "localname": "NonoperatingIncomeExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_NonoperatingIncomeExpenseAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Nonoperating Income (Expense) [Abstract]", "terseLabel": "Nonoperating income (expense):" } } }, "localname": "NonoperatingIncomeExpenseAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH" ], "xbrltype": "stringItemType" }, "us-gaap_NotesAndLoansReceivableNetNoncurrent": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 5.0, "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allowance for credit loss, of financing receivable, classified as noncurrent.", "label": "Financing Receivable, after Allowance for Credit Loss, Noncurrent", "terseLabel": "Investments in affiliates and other, less allowance for credit losses (2022\u2014$21; 2021\u2014$622)" } } }, "localname": "NotesAndLoansReceivableNetNoncurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_NotesReceivableNet": { "auth_ref": [ "r315", "r338" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amortized cost, after allowance for credit loss, of financing receivable. Excludes financing receivable covered under loss sharing agreement and net investment in lease.", "label": "Financing Receivable, after Allowance for Credit Loss", "terseLabel": "Carrying amount of loan receivable" } } }, "localname": "NotesReceivableNet", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NotesReceivableRelatedParties": { "auth_ref": [ "r166", "r194", "r216", "r829" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "For an unclassified balance sheet, amounts due from parties associated with the reporting entity as evidenced by a written promise to pay.", "label": "Notes Receivable, Related Parties", "terseLabel": "Notes receivables" } } }, "localname": "NotesReceivableRelatedParties", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NumberOfAircraftOperated": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of aircraft operated by the carrier.", "label": "Number of Aircraft Operated", "terseLabel": "Number of regional aircraft" } } }, "localname": "NumberOfAircraftOperated", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsNarrativeDetails" ], "xbrltype": "integerItemType" }, "us-gaap_NumberOfOperatingSegments": { "auth_ref": [ "r844" ], "lang": { "en-us": { "role": { "documentation": "Number of operating segments. An operating segment is a component of an enterprise: (a) that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same enterprise), (b) whose operating results are regularly reviewed by the enterprise's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and (c) for which discrete financial information is available. An operating segment may engage in business activities for which it has yet to earn revenues, for example, start-up operations may be operating segments before earning revenues.", "label": "Number of Operating Segments", "terseLabel": "Number of operating segments" } } }, "localname": "NumberOfOperatingSegments", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "integerItemType" }, "us-gaap_OciBeforeReclassificationsBeforeTaxAttributableToParent": { "auth_ref": [ "r32" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/AccumulatedOtherComprehensiveIncomeLossComponentsoftheCompanysAOCIDetails": { "order": 1.0, "parentTag": "us-gaap_OciBeforeReclassificationsNetOfTaxAttributableToParent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount before tax and reclassification adjustments of other comprehensive income (loss) attributable to parent.", "label": "OCI, before Reclassifications, before Tax, Attributable to Parent", "terseLabel": "Change in value, before tax" } } }, "localname": "OciBeforeReclassificationsBeforeTaxAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/AccumulatedOtherComprehensiveIncomeLossComponentsoftheCompanysAOCIDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OciBeforeReclassificationsNetOfTaxAttributableToParent": { "auth_ref": [ "r32", "r34" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/AccumulatedOtherComprehensiveIncomeLossComponentsoftheCompanysAOCIDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax, before reclassification adjustments, of other comprehensive income (loss), attributable to parent.", "label": "OCI, before Reclassifications, Net of Tax, Attributable to Parent", "totalLabel": "Change in value" } } }, "localname": "OciBeforeReclassificationsNetOfTaxAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/AccumulatedOtherComprehensiveIncomeLossComponentsoftheCompanysAOCIDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingExpensesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Operating Expenses [Abstract]", "terseLabel": "Operating:" } } }, "localname": "OperatingExpensesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsComponentsofSpecialChargesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingIncomeLoss": { "auth_ref": [ "r302", "r305", "r309", "r311", "r763" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH": { "order": 1.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The net result for the period of deducting operating expenses from operating revenues.", "label": "Operating Income (Loss)", "totalLabel": "Operating income (loss)" } } }, "localname": "OperatingIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseCost": { "auth_ref": [ "r655", "r791" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsComponentsofLeaseCostDetails": { "order": 1.0, "parentTag": "us-gaap_LeaseCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of single lease cost, calculated by allocation of remaining cost of lease over remaining lease term. Includes, but is not limited to, single lease cost, after impairment of right-of-use asset, calculated by amortization of remaining right-of-use asset and accretion of lease liability.", "label": "Operating Lease, Cost", "terseLabel": "Operating lease cost" } } }, "localname": "OperatingLeaseCost", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsComponentsofLeaseCostDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilitiesPaymentsDueAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Lessee, Operating Lease, Liability, to be Paid [Abstract]", "terseLabel": "Operating Leases" } } }, "localname": "OperatingLeaseLiabilitiesPaymentsDueAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingLeaseLiability": { "auth_ref": [ "r648" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails": { "order": 2.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease.", "label": "Operating Lease, Liability", "totalLabel": "Present value of minimum lease payments" } } }, "localname": "OperatingLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilityCurrent": { "auth_ref": [ "r648" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 7.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 }, "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails": { "order": 1.0, "parentTag": "us-gaap_OperatingLeaseLiability", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as current.", "label": "Operating Lease, Liability, Current", "negatedLabel": "Less: current maturities of lease obligations", "terseLabel": "Current maturities of operating leases" } } }, "localname": "OperatingLeaseLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH", "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilityNoncurrent": { "auth_ref": [ "r648" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 3.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 }, "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails": { "order": 2.0, "parentTag": "us-gaap_OperatingLeaseLiability", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as noncurrent.", "label": "Operating Lease, Liability, Noncurrent", "netLabel": "Long-term lease obligations", "verboseLabel": "Long-term obligations under operating leases" } } }, "localname": "OperatingLeaseLiabilityNoncurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH", "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSummaryofScheduledFutureMinimumLeasePaymentsunderOperatingandFinanceLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasePayments": { "auth_ref": [ "r652", "r657" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow from operating lease, excluding payments to bring another asset to condition and location necessary for its intended use.", "label": "Operating Lease, Payments", "terseLabel": "Operating cash flows for operating leases" } } }, "localname": "OperatingLeasePayments", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsSupplementalCashFlowInformationRelatedtoLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseRightOfUseAsset": { "auth_ref": [ "r647" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 3.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's right to use underlying asset under operating lease.", "label": "Operating Lease, Right-of-Use Asset", "verboseLabel": "Operating lease right-of-use assets" } } }, "localname": "OperatingLeaseRightOfUseAsset", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseWeightedAverageDiscountRatePercent": { "auth_ref": [ "r660", "r791" ], "lang": { "en-us": { "role": { "documentation": "Weighted average discount rate for operating lease calculated at point in time.", "label": "Operating Lease, Weighted Average Discount Rate, Percent", "terseLabel": "Weighted-average discount rate - operating leases" } } }, "localname": "OperatingLeaseWeightedAverageDiscountRatePercent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsAdditionalInformationRelatedtoLeasesDetails" ], "xbrltype": "percentItemType" }, "us-gaap_OperatingLeaseWeightedAverageRemainingLeaseTerm1": { "auth_ref": [ "r659", "r791" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining lease term for operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Operating Lease, Weighted Average Remaining Lease Term", "terseLabel": "Weighted-average remaining lease term - operating leases" } } }, "localname": "OperatingLeaseWeightedAverageRemainingLeaseTerm1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsAdditionalInformationRelatedtoLeasesDetails" ], "xbrltype": "durationItemType" }, "us-gaap_OperatingLossCarryforwards": { "auth_ref": [ "r144" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of operating loss carryforward, before tax effects, available to reduce future taxable income under enacted tax laws.", "label": "Operating Loss Carryforwards", "terseLabel": "NOL carryforwards" } } }, "localname": "OperatingLossCarryforwards", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Organization, Consolidation and Presentation of Financial Statements [Abstract]", "terseLabel": "Organization, Consolidation and Presentation of Financial Statements [Abstract]" } } }, "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_OtherAssetsNoncurrent": { "auth_ref": [ "r209" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 4.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of noncurrent assets classified as other.", "label": "Other Assets, Noncurrent", "totalLabel": "Total other assets" } } }, "localname": "OtherAssetsNoncurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherAssetsNoncurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Other Assets, Noncurrent [Abstract]", "terseLabel": "Other assets:" } } }, "localname": "OtherAssetsNoncurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH", "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesReconciliationofCashCashEquivalentsandRestrictedCashDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OtherCapitalizedPropertyPlantAndEquipmentMember": { "auth_ref": [ "r94" ], "lang": { "en-us": { "role": { "documentation": "All other long term capitalized assets related to property plant and equipment not otherwise previously categorized.", "label": "Other Capitalized Property Plant and Equipment [Member]", "terseLabel": "Other property and equipment" } } }, "localname": "OtherCapitalizedPropertyPlantAndEquipmentMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesEstimatedUsefulLivesofPropertyandEquipmentDetails" ], "xbrltype": "domainItemType" }, "us-gaap_OtherComprehensiveIncomeLossBeforeReclassificationsTax": { "auth_ref": [ "r30", "r230" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/AccumulatedOtherComprehensiveIncomeLossComponentsoftheCompanysAOCIDetails": { "order": 2.0, "parentTag": "us-gaap_OciBeforeReclassificationsNetOfTaxAttributableToParent", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of tax expense (benefit) allocated to other comprehensive income (loss) before reclassification adjustment from accumulated other comprehensive income (loss).", "label": "Other Comprehensive Income (Loss) before Reclassifications, Tax", "negatedTerseLabel": "Change in value, deferred tax" } } }, "localname": "OtherComprehensiveIncomeLossBeforeReclassificationsTax", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/AccumulatedOtherComprehensiveIncomeLossComponentsoftheCompanysAOCIDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossNetOfTax": { "auth_ref": [ "r34", "r110", "r226", "r229", "r233", "r631", "r636", "r637", "r710", "r715", "r814", "r815" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedComprehensiveIncomeLossUAH": { "order": 2.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax and reclassification adjustments of other comprehensive income (loss).", "label": "Other Comprehensive Income (Loss), Net of Tax", "terseLabel": "Other comprehensive loss", "totalLabel": "Total other comprehensive income (loss), net of tax", "verboseLabel": "Other comprehensive income (loss)" } } }, "localname": "OtherComprehensiveIncomeLossNetOfTax", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedComprehensiveIncomeLossUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedComprehensiveIncomeLossUAH", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossNetOfTaxPeriodIncreaseDecreaseAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Other Comprehensive Income (Loss), Net of Tax [Abstract]", "terseLabel": "Other comprehensive income (loss), net of tax:" } } }, "localname": "OtherComprehensiveIncomeLossNetOfTaxPeriodIncreaseDecreaseAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedComprehensiveIncomeLossUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedComprehensiveIncomeLossUAH" ], "xbrltype": "stringItemType" }, "us-gaap_OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansAdjustmentNetOfTax": { "auth_ref": [ "r27", "r29" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedComprehensiveIncomeLossUAH": { "order": 1.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTax", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after tax and reclassification adjustment, of (increase) decrease in accumulated other comprehensive income for defined benefit plan.", "label": "Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax", "negatedLabel": "Employee benefit plans" } } }, "localname": "OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansAdjustmentNetOfTax", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedComprehensiveIncomeLossUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedComprehensiveIncomeLossUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherCostAndExpenseOperating": { "auth_ref": [ "r40" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH": { "order": 10.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The total amount of other operating cost and expense items that are associated with the entity's normal revenue producing operation.", "label": "Other Cost and Expense, Operating", "terseLabel": "Other operating expenses" } } }, "localname": "OtherCostAndExpenseOperating", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherIntangibleAssetsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Intangible assets classified as other.", "label": "Other Intangible Assets [Member]", "verboseLabel": "Other" } } }, "localname": "OtherIntangibleAssetsMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesInformationaboutGoodwillandOtherIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_OtherInvestmentsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption encompassing other investments.", "label": "Other Investments [Member]", "verboseLabel": "Other investments" } } }, "localname": "OtherInvestmentsMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansPensionandOtherPostretirementPlanAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_OtherLiabilitiesCurrent": { "auth_ref": [ "r17", "r792" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 9.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities classified as other, due within one year or the normal operating cycle, if longer.", "label": "Other Liabilities, Current", "terseLabel": "Other" } } }, "localname": "OtherLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherLiabilitiesNoncurrent": { "auth_ref": [ "r21" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 5.0, "parentTag": "ual_OtherLiabilitiesAndDeferredCreditsNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities classified as other, due after one year or the normal operating cycle, if longer.", "label": "Other Liabilities, Noncurrent", "terseLabel": "Other" } } }, "localname": "OtherLiabilitiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherNonoperatingIncomeExpense": { "auth_ref": [ "r44" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH": { "order": 5.0, "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (expense) related to nonoperating activities, classified as other.", "label": "Other Nonoperating Income (Expense)", "terseLabel": "Miscellaneous, net" } } }, "localname": "OtherNonoperatingIncomeExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherOperatingActivitiesCashFlowStatement": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Other cash or noncash adjustments to reconcile net income to cash provided by (used in) operating activities that are not separately disclosed in the statement of cash flows (for example, cash received or cash paid during the current period for miscellaneous operating activities, net change during the reporting period in other assets or other liabilities).", "label": "Other Operating Activities, Cash Flow Statement", "terseLabel": "Other operating activities" } } }, "localname": "OtherOperatingActivitiesCashFlowStatement", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherPostretirementBenefitPlansDefinedBenefitMember": { "auth_ref": [ "r121", "r427", "r431", "r432", "r433", "r434", "r435", "r436", "r437", "r438", "r439", "r440", "r441", "r442", "r443", "r444", "r445", "r446", "r447", "r448", "r449", "r450", "r451", "r452", "r453", "r455", "r456", "r457", "r458", "r459", "r460", "r462", "r463", "r464", "r465", "r466", "r467", "r468", "r469", "r470", "r471", "r472", "r473", "r475", "r477", "r478", "r480", "r483", "r486", "r489", "r490", "r491", "r492", "r493", "r494", "r495", "r496", "r497", "r498", "r502", "r503", "r504", "r781", "r782", "r783", "r784", "r785" ], "lang": { "en-us": { "role": { "documentation": "Plan designed to provide other postretirement benefits. Includes, but is not limited to, defined benefit and defined contribution plans. Excludes pension benefits.", "label": "Other Postretirement Benefits Plan [Member]", "terseLabel": "Other Postretirement Benefits", "verboseLabel": "Other Postretirement" } } }, "localname": "OtherPostretirementBenefitPlansDefinedBenefitMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAssumptionsUsedforBenefitPlansDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansChangeinAssumptionofBenefitObligationDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansComponentsofNetPeriodicBenefitCostDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansEstimatedFutureBenefitPaymentsDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansPensionandOtherPostretirementPlanAssetsDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_OtherPostretirementDefinedBenefitPlanLiabilitiesNoncurrent": { "auth_ref": [ "r4", "r122", "r123", "r124" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 3.0, "parentTag": "ual_OtherLiabilitiesAndDeferredCreditsNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liability, recognized in statement of financial position, for defined benefit other postretirement plan, classified as noncurrent. Excludes pension plan.", "label": "Liability, Other Postretirement Defined Benefit Plan, Noncurrent", "terseLabel": "Postretirement benefit liability" } } }, "localname": "OtherPostretirementDefinedBenefitPlanLiabilitiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherSignificantNoncashTransactionValueOfConsiderationReceived1": { "auth_ref": [ "r63", "r64", "r65" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The value of the noncash (or part noncash) consideration received in a transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. \"Part noncash\" refers to that portion of a transaction not resulting in cash receipts or cash payments in the period.", "label": "Other Significant Noncash Transaction, Value of Consideration Received", "terseLabel": "Investment interests received in exchange for goods and services" } } }, "localname": "OtherSignificantNoncashTransactionValueOfConsiderationReceived1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_PacificDestinationMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Pacific destinations determined principally based on geographic region as defined by the U.S. Department of Transportation.", "label": "Pacific Destination [Member]", "terseLabel": "Pacific" } } }, "localname": "PacificDestinationMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesOperatingRevenuebyPrincipalGeographicRegionDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PassengerMember": { "auth_ref": [ "r872" ], "lang": { "en-us": { "role": { "documentation": "Person traveling between destinations and not involved in operation of conveyance, including, but not limited to, train, bus, boat and automobile.", "label": "Passenger [Member]", "terseLabel": "Passenger revenue" } } }, "localname": "PassengerMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH" ], "xbrltype": "domainItemType" }, "us-gaap_PaymentsForProceedsFromOtherInvestingActivities": { "auth_ref": [ "r818", "r819" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash (inflow) outflow from investing activities classified as other.", "label": "Payments for (Proceeds from) Other Investing Activities", "negatedLabel": "Other, net" } } }, "localname": "PaymentsForProceedsFromOtherInvestingActivities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsForRepurchaseOfCommonStock": { "auth_ref": [ "r53" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow to reacquire common stock during the period.", "label": "Payments for Repurchase of Common Stock", "negatedLabel": "Repurchases of common stock" } } }, "localname": "PaymentsForRepurchaseOfCommonStock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireProductiveAssets": { "auth_ref": [ "r236", "r938", "r939", "r940" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for purchases of and capital improvements on property, plant and equipment (capital expenditures), software, and other intangible assets.", "label": "Payments to Acquire Productive Assets", "negatedLabel": "Capital expenditures, net of flight equipment purchase deposit returns" } } }, "localname": "PaymentsToAcquireProductiveAssets", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireShortTermInvestments": { "auth_ref": [ "r50" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for securities or other assets acquired, which qualify for treatment as an investing activity and are to be liquidated, if necessary, within the current operating cycle. Includes cash flows from securities classified as trading securities that were acquired for reasons other than sale in the short-term.", "label": "Payments to Acquire Short-Term Investments", "negatedLabel": "Purchases of short-term and other investments" } } }, "localname": "PaymentsToAcquireShortTermInvestments", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_PensionAndOtherPostretirementBenefitsDisclosureTextBlock": { "auth_ref": [ "r452", "r454", "r460", "r479", "r481", "r482", "r483", "r484", "r485", "r499", "r500", "r502", "r517", "r781" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for retirement benefits.", "label": "Retirement Benefits [Text Block]", "terseLabel": "PENSION AND OTHER POSTRETIREMENT PLANS" } } }, "localname": "PensionAndOtherPostretirementBenefitsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlans" ], "xbrltype": "textBlockItemType" }, "us-gaap_PensionAndOtherPostretirementDefinedBenefitPlansCurrentLiabilities": { "auth_ref": [ "r2", "r427", "r428", "r451", "r781" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails": { "order": 2.0, "parentTag": "us-gaap_DefinedBenefitPlanAmountsRecognizedInBalanceSheet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liability, recognized in statement of financial position, for defined benefit pension and other postretirement plans, classified as current.", "label": "Liability, Defined Benefit Plan, Current", "negatedLabel": "Current liability" } } }, "localname": "PensionAndOtherPostretirementDefinedBenefitPlansCurrentLiabilities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PensionAndOtherPostretirementDefinedBenefitPlansLiabilitiesNoncurrent": { "auth_ref": [ "r4", "r427", "r428", "r451", "r781" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails": { "order": 3.0, "parentTag": "us-gaap_DefinedBenefitPlanAmountsRecognizedInBalanceSheet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liability, recognized in statement of financial position, for defined benefit pension and other postretirement plans, classified as noncurrent.", "label": "Liability, Defined Benefit Plan, Noncurrent", "negatedLabel": "Noncurrent liability" } } }, "localname": "PensionAndOtherPostretirementDefinedBenefitPlansLiabilitiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PensionPlansDefinedBenefitMember": { "auth_ref": [ "r120", "r427", "r431", "r432", "r433", "r434", "r435", "r436", "r437", "r438", "r439", "r440", "r441", "r442", "r443", "r444", "r445", "r446", "r447", "r448", "r449", "r450", "r451", "r452", "r453", "r455", "r456", "r457", "r458", "r459", "r460", "r461", "r462", "r463", "r464", "r465", "r466", "r467", "r468", "r469", "r470", "r471", "r472", "r473", "r475", "r477", "r478", "r480", "r483", "r486", "r489", "r490", "r491", "r492", "r493", "r494", "r495", "r496", "r497", "r498", "r502", "r503", "r516", "r781", "r782", "r786", "r787", "r788" ], "lang": { "en-us": { "role": { "documentation": "Plan designed to provide participant with pension benefits. Includes, but is not limited to, defined benefit and defined contribution plans. Excludes other postretirement benefits.", "label": "Pension Plan [Member]", "terseLabel": "Pension\u00a0Benefits", "verboseLabel": "Pension" } } }, "localname": "PensionPlansDefinedBenefitMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAssumptionsUsedforBenefitPlansDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansChangeinAssumptionofBenefitObligationDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansComponentsofNetPeriodicBenefitCostDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansEstimatedFutureBenefitPaymentsDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansParticipationintheIAMNationalPensionPlanDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansPensionandOtherPostretirementPlanAssetsDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PlanAssetCategoriesDomain": { "auth_ref": [ "r452", "r453", "r455", "r456", "r457", "r458", "r459", "r460", "r480", "r779", "r780", "r781" ], "lang": { "en-us": { "role": { "documentation": "Defined benefit plan asset investment.", "label": "Defined Benefit Plan, Plan Assets, Category [Domain]", "terseLabel": "Defined Benefit Plan, Plan Assets, Category [Domain]" } } }, "localname": "PlanAssetCategoriesDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAllocationofPlanAssetsDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansPensionandOtherPostretirementPlanAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PortionAtFairValueFairValueDisclosureMember": { "auth_ref": [ "r620" ], "lang": { "en-us": { "role": { "documentation": "Measured at fair value for financial reporting purposes.", "label": "Portion at Fair Value Measurement [Member]", "terseLabel": "Portion at Fair Value Measurement" } } }, "localname": "PortionAtFairValueFairValueDisclosureMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableCarryingAmountsandEstimatedFairValuesofFinancialInstrumentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PostemploymentBenefitsPeriodExpense": { "auth_ref": [], "calculation": { "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsComponentsofSpecialChargesDetails": { "order": 2.0, "parentTag": "us-gaap_RestructuringSettlementAndImpairmentProvisions", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Period expense related to postemployment benefits.", "label": "Postemployment Benefits, Period Expense", "terseLabel": "Severance and benefit costs", "verboseLabel": "Severance and benefit expenses" } } }, "localname": "PostemploymentBenefitsPeriodExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsComponentsofSpecialChargesDetails", "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PreferredStockParOrStatedValuePerShare": { "auth_ref": [ "r7", "r394" ], "lang": { "en-us": { "role": { "documentation": "Face amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.", "label": "Preferred Stock, Par or Stated Value Per Share", "terseLabel": "Junior preferred stock par value per share (in dollars per share)" } } }, "localname": "PreferredStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommonStockholdersEquityandPreferredSecuritiesNarrativeDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_PreferredStockSharesAuthorized": { "auth_ref": [ "r7" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.", "label": "Preferred Stock, Shares Authorized", "terseLabel": "Preferred stock authorized to issue (in shares)" } } }, "localname": "PreferredStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommonStockholdersEquityandPreferredSecuritiesNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockSharesOutstanding": { "auth_ref": [ "r7" ], "lang": { "en-us": { "role": { "documentation": "Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.", "label": "Preferred Stock, Shares Outstanding", "terseLabel": "Junior preferred stock outstanding (in shares)" } } }, "localname": "PreferredStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommonStockholdersEquityandPreferredSecuritiesNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockValue": { "auth_ref": [ "r7", "r792" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 1.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Preferred Stock, Value, Issued", "terseLabel": "Preferred stock" } } }, "localname": "PreferredStockValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_PrepaidExpenseAndOtherAssetsCurrent": { "auth_ref": [ "r813" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 6.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer.", "label": "Prepaid Expense and Other Assets, Current", "terseLabel": "Prepaid expenses and other" } } }, "localname": "PrepaidExpenseAndOtherAssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfCommonStock": { "auth_ref": [ "r51" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from the additional capital contribution to the entity.", "label": "Proceeds from Issuance of Common Stock", "terseLabel": "Proceeds from the issuance of common stock" } } }, "localname": "ProceedsFromIssuanceOfCommonStock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommonStockholdersEquityandPreferredSecuritiesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfDebt": { "auth_ref": [ "r820" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow during the period from additional borrowings in aggregate debt. Includes proceeds from short-term and long-term debt.", "label": "Proceeds from Issuance of Debt", "terseLabel": "Proceeds from issuance of debt" } } }, "localname": "ProceedsFromIssuanceOfDebt", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfLongTermDebt": { "auth_ref": [ "r52" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from a debt initially having maturity due after one year or beyond the operating cycle, if longer.", "label": "Proceeds from Issuance of Long-Term Debt", "terseLabel": "Proceeds from issuance of debt, net of discounts and fees" } } }, "localname": "ProceedsFromIssuanceOfLongTermDebt", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfUnsecuredDebt": { "auth_ref": [ "r52" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from the issuance of long-term debt that is not secured by collateral. Excludes proceeds from tax exempt unsecured debt.", "label": "Proceeds from Issuance of Unsecured Debt", "terseLabel": "Proceeds from the issuance of an unsecured loan" } } }, "localname": "ProceedsFromIssuanceOfUnsecuredDebt", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfWarrants": { "auth_ref": [ "r51" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from issuance of rights to purchase common shares at predetermined price (usually issued together with corporate debt).", "label": "Proceeds from Issuance of Warrants", "terseLabel": "Proceeds from issuance of warrants" } } }, "localname": "ProceedsFromIssuanceOfWarrants", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOrSaleOfEquity": { "auth_ref": [ "r51" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from the issuance of common stock, preferred stock, treasury stock, stock options, and other types of equity.", "label": "Proceeds from Issuance or Sale of Equity", "terseLabel": "Proceeds from equity issuance", "verboseLabel": "Proceeds from issuance of parent company stock" } } }, "localname": "ProceedsFromIssuanceOrSaleOfEquity", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromPaymentsForOtherFinancingActivities": { "auth_ref": [ "r821", "r822" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from financing activities classified as other.", "label": "Proceeds from (Payments for) Other Financing Activities", "terseLabel": "Other, net" } } }, "localname": "ProceedsFromPaymentsForOtherFinancingActivities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromSaleMaturityAndCollectionsOfInvestments": { "auth_ref": [ "r49" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow associated with the sale, maturity and collection of all investments such as debt, security and so forth during the period.", "label": "Proceeds from Sale, Maturity and Collection of Investments", "terseLabel": "Proceeds from sale of short-term and other investments" } } }, "localname": "ProceedsFromSaleMaturityAndCollectionsOfInvestments", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromSaleOfPropertyPlantAndEquipment": { "auth_ref": [ "r48" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from the sale of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale.", "label": "Proceeds from Sale of Property, Plant, and Equipment", "terseLabel": "Proceeds from sale of property and equipment" } } }, "localname": "ProceedsFromSaleOfPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProductAndServiceOtherMember": { "auth_ref": [ "r872" ], "lang": { "en-us": { "role": { "documentation": "Article or substance produced by nature, labor or machinery and act of providing assistance, classified as other.", "label": "Product and Service, Other [Member]", "terseLabel": "Other operating revenue", "verboseLabel": "Other Operating Revenue" } } }, "localname": "ProductAndServiceOtherMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH" ], "xbrltype": "domainItemType" }, "us-gaap_PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAccumulatedDepreciationAndAmortization": { "auth_ref": [ "r857", "r948", "r949" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 2.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated depreciation and amortization from plant, property, and equipment and right-of-use asset from finance lease.", "label": "Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, Accumulated Depreciation and Amortization", "negatedTerseLabel": "Less\u2014Accumulated depreciation and amortization" } } }, "localname": "PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAccumulatedDepreciationAndAmortization", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization": { "auth_ref": [ "r858", "r949" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 2.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after accumulated depreciation and amortization, of property, plant, and equipment and finance lease right-of-use asset.", "label": "Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization", "totalLabel": "Total operating property and equipment, net" } } }, "localname": "PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetBeforeAccumulatedDepreciationAndAmortization": { "auth_ref": [ "r811", "r856", "r947" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 1.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before accumulated depreciation and amortization, of property, plant, and equipment and finance lease right-of-use asset.", "label": "Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, before Accumulated Depreciation and Amortization", "totalLabel": "Total operating property and equipment" } } }, "localname": "PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetBeforeAccumulatedDepreciationAndAmortization", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentByTypeAxis": { "auth_ref": [ "r95" ], "lang": { "en-us": { "role": { "documentation": "Information by type of long-lived, physical assets used to produce goods and services and not intended for resale.", "label": "Long-Lived Tangible Asset [Axis]", "terseLabel": "Long-Lived Tangible Asset [Axis]" } } }, "localname": "PropertyPlantAndEquipmentByTypeAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesEstimatedUsefulLivesofPropertyandEquipmentDetails", "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Property, Plant and Equipment [Line Items]", "terseLabel": "Property, Plant and Equipment [Line Items]" } } }, "localname": "PropertyPlantAndEquipmentLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesEstimatedUsefulLivesofPropertyandEquipmentDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentNetAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Property, Plant and Equipment, Net [Abstract]", "terseLabel": "Operating property and equipment:" } } }, "localname": "PropertyPlantAndEquipmentNetAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentOther": { "auth_ref": [ "r95" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 2.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetBeforeAccumulatedDepreciationAndAmortization", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before accumulated depreciation, depletion and amortization of other physical assets used in the normal conduct of business to produce goods and services and not intended for resale.", "label": "Property, Plant and Equipment, Other, Gross", "terseLabel": "Other property and equipment" } } }, "localname": "PropertyPlantAndEquipmentOther", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentPolicyTextBlock": { "auth_ref": [ "r95", "r749", "r750" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.", "label": "Property, Plant and Equipment, Policy [Policy Text Block]", "terseLabel": "Property and Equipment" } } }, "localname": "PropertyPlantAndEquipmentPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTextBlock": { "auth_ref": [ "r95" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table Text Block]", "terseLabel": "Estimated Useful Lives of Property and Equipment" } } }, "localname": "PropertyPlantAndEquipmentTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTypeDomain": { "auth_ref": [ "r94" ], "lang": { "en-us": { "role": { "documentation": "Listing of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software.", "label": "Long-Lived Tangible Asset [Domain]", "terseLabel": "Property, Plant and Equipment, Type [Domain]" } } }, "localname": "PropertyPlantAndEquipmentTypeDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesEstimatedUsefulLivesofPropertyandEquipmentDetails", "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PropertyPlantAndEquipmentUsefulLife": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Useful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment.", "label": "Property, Plant and Equipment, Useful Life", "terseLabel": "Estimated useful life" } } }, "localname": "PropertyPlantAndEquipmentUsefulLife", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesEstimatedUsefulLivesofPropertyandEquipmentDetails" ], "xbrltype": "durationItemType" }, "us-gaap_ProvisionForLoanLossesExpensed": { "auth_ref": [ "r333", "r709" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsComponentsofSpecialChargesDetails": { "order": 4.0, "parentTag": "ual_SpecialChargesAndLossesOnFinancialInstrumentsNonOperatingBeforeTax", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of credit loss expense (reversal of expense) for financing receivable.", "label": "Financing Receivable, Credit Loss, Expense (Reversal)", "terseLabel": "Nonoperating credit loss on BRW Term Loan and related guarantee", "verboseLabel": "Expected credit loss allowance recorded" } } }, "localname": "ProvisionForLoanLossesExpensed", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsComponentsofSpecialChargesDetails", "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ReceivablesFromStockholderMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Category of equity that is due from owners or affiliates of the reporting entity (including due from officers or directors) resulting from the sale of stock before the cash payment is received.", "label": "Receivables from Stockholder [Member]", "terseLabel": "(Receivable from) Payable to Related Parties, Net" } } }, "localname": "ReceivablesFromStockholderMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUAH" ], "xbrltype": "domainItemType" }, "us-gaap_ReceivablesNetCurrent": { "auth_ref": [ "r192", "r197", "r792" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 4.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The total amount due to the entity within one year of the balance sheet date (or one operating cycle, if longer) from outside sources, including trade accounts receivable, notes and loans receivable, as well as any other types of receivables, net of allowances established for the purpose of reducing such receivables to an amount that approximates their net realizable value.", "label": "Receivables, Net, Current", "terseLabel": "Receivables, less allowance for credit losses (2022\u2014$11; 2021\u2014$28)" } } }, "localname": "ReceivablesNetCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_ReceivablesPolicyTextBlock": { "auth_ref": [ "r845", "r846", "r847", "r848" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for receivable. Includes, but is not limited to, accounts receivable and financing receivable.", "label": "Receivable [Policy Text Block]", "terseLabel": "Accounts Receivable" } } }, "localname": "ReceivablesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ReclassificationFromAociCurrentPeriodBeforeTaxAttributableToParent": { "auth_ref": [ "r32" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/AccumulatedOtherComprehensiveIncomeLossComponentsoftheCompanysAOCIDetails": { "order": 1.0, "parentTag": "us-gaap_ReclassificationFromAociCurrentPeriodNetOfTaxAttributableToParent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before tax of reclassification adjustments of other comprehensive income (loss) attributable to parent.", "label": "Reclassification from AOCI, Current Period, before Tax, Attributable to Parent", "negatedTerseLabel": "Amounts reclassified to earnings, before tax" } } }, "localname": "ReclassificationFromAociCurrentPeriodBeforeTaxAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/AccumulatedOtherComprehensiveIncomeLossComponentsoftheCompanysAOCIDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ReclassificationFromAociCurrentPeriodNetOfTaxAttributableToParent": { "auth_ref": [ "r32", "r34" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/AccumulatedOtherComprehensiveIncomeLossComponentsoftheCompanysAOCIDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of reclassification adjustments of other comprehensive income (loss) attributable to parent.", "label": "Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent", "negatedTotalLabel": "Amounts reclassified to earnings" } } }, "localname": "ReclassificationFromAociCurrentPeriodNetOfTaxAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/AccumulatedOtherComprehensiveIncomeLossComponentsoftheCompanysAOCIDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ReclassificationFromAociCurrentPeriodTax": { "auth_ref": [ "r30", "r224", "r230" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/AccumulatedOtherComprehensiveIncomeLossComponentsoftheCompanysAOCIDetails": { "order": 2.0, "parentTag": "us-gaap_ReclassificationFromAociCurrentPeriodNetOfTaxAttributableToParent", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of tax expense (benefit) of reclassification adjustment from accumulated other comprehensive income (loss).", "label": "Reclassification from AOCI, Current Period, Tax", "terseLabel": "Amounts reclassified to earnings, deferred taxes" } } }, "localname": "ReclassificationFromAociCurrentPeriodTax", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/AccumulatedOtherComprehensiveIncomeLossComponentsoftheCompanysAOCIDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RecordedUnconditionalPurchaseObligationByCategoryOfItemPurchasedAxis": { "auth_ref": [ "r359" ], "lang": { "en-us": { "role": { "documentation": "Pertinent information about recorded unconditional purchase arrangements to acquire goods or services, by category of goods or services.", "label": "Recorded Unconditional Purchase Obligation by Category of Item Purchased [Axis]", "terseLabel": "Recorded Unconditional Purchase Obligation by Category of Item Purchased [Axis]" } } }, "localname": "RecordedUnconditionalPurchaseObligationByCategoryOfItemPurchasedAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsFutureLeasePaymentunderTermsofCapacityPurchaseAgreementDetails", "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RegionalCarrierMember": { "auth_ref": [ "r872" ], "lang": { "en-us": { "role": { "documentation": "Carrier either owned by, affiliated with, or under contractual arrangement with a primary \"mainline\" carrier, or its brand, that provides commuter or feeder services to such \"mainline\" carrier.", "label": "Regional Carrier [Member]", "terseLabel": "Regional Aircraft" } } }, "localname": "RegionalCarrierMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RepaymentsOfLongTermDebt": { "auth_ref": [ "r54" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for debt initially having maturity due after one year or beyond the normal operating cycle, if longer.", "label": "Repayments of Long-Term Debt", "negatedLabel": "Payments of long-term debt, finance leases and other financing liabilities" } } }, "localname": "RepaymentsOfLongTermDebt", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue": { "auth_ref": [ "r60", "r66", "r206" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesReconciliationofCashCashEquivalentsandRestrictedCashDetails": { "order": 2.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash and cash equivalents restricted as to withdrawal or usage, classified as current. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Restricted Cash and Cash Equivalents, Current", "terseLabel": "Restricted cash" } } }, "localname": "RestrictedCashAndCashEquivalentsAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesReconciliationofCashCashEquivalentsandRestrictedCashDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestrictedCashAndCashEquivalentsNoncurrent": { "auth_ref": [ "r60", "r66", "r747" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesReconciliationofCashCashEquivalentsandRestrictedCashDetails": { "order": 1.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash and cash equivalents restricted as to withdrawal or usage, classified as noncurrent. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Restricted Cash and Cash Equivalents, Noncurrent", "terseLabel": "Restricted cash" } } }, "localname": "RestrictedCashAndCashEquivalentsNoncurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesReconciliationofCashCashEquivalentsandRestrictedCashDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestrictedCashCurrent": { "auth_ref": [ "r808", "r824" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 3.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash restricted as to withdrawal or usage, classified as current. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits.", "label": "Restricted Cash, Current", "terseLabel": "Restricted cash" } } }, "localname": "RestrictedCashCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestrictedCashNoncurrent": { "auth_ref": [ "r747", "r810", "r824" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 3.0, "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash restricted as to withdrawal or usage, classified as noncurrent. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits.", "label": "Restricted Cash, Noncurrent", "terseLabel": "Restricted cash" } } }, "localname": "RestrictedCashNoncurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestrictedStockUnitsRSUMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share instrument which is convertible to stock or an equivalent amount of cash, after a specified period of time or when specified performance conditions are met.", "label": "Restricted Stock Units (RSUs) [Member]", "terseLabel": "RSUs" } } }, "localname": "RestrictedStockUnitsRSUMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansInformationRelatedtoShareBasedCompensationPlanCostDetails", "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansSummaryofUnearnedCompensationandWeightedAverageRemainingPeriodtoRecognizeCostsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RestructuringAndRelatedActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Restructuring and Related Activities [Abstract]", "terseLabel": "Restructuring and Related Activities [Abstract]" } } }, "localname": "RestructuringAndRelatedActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_RestructuringCostAndReserveAxis": { "auth_ref": [ "r351", "r352", "r353", "r354" ], "lang": { "en-us": { "role": { "documentation": "Information by type of restructuring cost.", "label": "Restructuring Type [Axis]", "terseLabel": "Restructuring Type [Axis]" } } }, "localname": "RestructuringCostAndReserveAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RestructuringCostsAndAssetImpairmentCharges": { "auth_ref": [ "r58" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after cash payment, of expenses associated with exit or disposal activities pursuant to an authorized plan and expenses resulting from the write-down of assets. Excludes expenses related to a business combination, a discontinued operation or an asset retirement obligation.", "label": "Restructuring Costs and Asset Impairment Charges", "terseLabel": "Operating and non-operating special charges, non-cash portion" } } }, "localname": "RestructuringCostsAndAssetImpairmentCharges", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestructuringPlanAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by individual restructuring plan.", "label": "Restructuring Plan [Axis]", "terseLabel": "Restructuring Plan [Axis]" } } }, "localname": "RestructuringPlanAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RestructuringPlanDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Identification of the individual restructuring plans.", "label": "Restructuring Plan [Domain]", "terseLabel": "Restructuring Plan [Domain]" } } }, "localname": "RestructuringPlanDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RestructuringSettlementAndImpairmentProvisions": { "auth_ref": [ "r40" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsComponentsofSpecialChargesDetails": { "order": 1.0, "parentTag": "ual_SpecialChargesAndLossesOnFinancialInstrumentsOperatingAndNonoperatingBeforeTax", "weight": 1.0 }, "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH": { "order": 9.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of restructuring charges, remediation cost, and asset impairment loss.", "label": "Restructuring, Settlement and Impairment Provisions", "totalLabel": "Total operating special charges (credits)", "verboseLabel": "Special charges (credits)" } } }, "localname": "RestructuringSettlementAndImpairmentProvisions", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsComponentsofSpecialChargesDetails", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_RetainedEarningsAccumulatedDeficit": { "auth_ref": [ "r10", "r115", "r190", "r726", "r731", "r792" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 5.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings (Accumulated Deficit)", "terseLabel": "Retained earnings" } } }, "localname": "RetainedEarningsAccumulatedDeficit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_RetainedEarningsMember": { "auth_ref": [ "r200", "r255", "r256", "r257", "r260", "r267", "r269", "r327", "r558", "r559", "r560", "r579", "r580", "r607", "r722", "r724" ], "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings [Member]", "terseLabel": "Retained Earnings" } } }, "localname": "RetainedEarningsMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUAH" ], "xbrltype": "domainItemType" }, "us-gaap_RetirementPlanNameAxis": { "auth_ref": [ "r505", "r506", "r507", "r508", "r509", "r510", "r511", "r512", "r513", "r789", "r873", "r874", "r875", "r876", "r877", "r878", "r879", "r880", "r881", "r882", "r883", "r884", "r885", "r886", "r887", "r888", "r889", "r890", "r891", "r892", "r893", "r894", "r895", "r896", "r897", "r898", "r899", "r900", "r901", "r902", "r903", "r904", "r905", "r906", "r907", "r908", "r909", "r910", "r911", "r912", "r913", "r914", "r915", "r916", "r917", "r918", "r919", "r920", "r921", "r922", "r923", "r924", "r925", "r926", "r927", "r928", "r929", "r930", "r931", "r932", "r933" ], "lang": { "en-us": { "role": { "documentation": "Information by name of plan designed to provide retirement benefits. Includes, but is not limited to, legal name of defined benefit and defined contribution plans.", "label": "Retirement Plan Name [Axis]", "terseLabel": "Multiemployer Plan Name [Axis]" } } }, "localname": "RetirementPlanNameAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansParticipationintheIAMNationalPensionPlanDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RetirementPlanNameDomain": { "auth_ref": [ "r505", "r506", "r507", "r508", "r509", "r510", "r511", "r512", "r513", "r789", "r873", "r874", "r875", "r876", "r877", "r878", "r879", "r880", "r881", "r882", "r883", "r884", "r885", "r886", "r887", "r888", "r889", "r890", "r891", "r892", "r893", "r894", "r895", "r896", "r897", "r898", "r899", "r900", "r901", "r902", "r903", "r904", "r905", "r906", "r907", "r908", "r909", "r910", "r911", "r912", "r913", "r914", "r915", "r916", "r917", "r918", "r919", "r920", "r921", "r922", "r923", "r924", "r925", "r926", "r927", "r928", "r929", "r930", "r931", "r932", "r933" ], "lang": { "en-us": { "role": { "documentation": "Name of plan designed to provide retirement benefits. Includes, but is not limited to, legal name of defined benefit and defined contribution plans.", "label": "Retirement Plan Name [Domain]", "terseLabel": "Multiemployer Plan Name [Domain]" } } }, "localname": "RetirementPlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansParticipationintheIAMNationalPensionPlanDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RetirementPlanTypeAxis": { "auth_ref": [ "r120", "r121", "r427", "r431", "r432", "r433", "r434", "r435", "r436", "r437", "r438", "r439", "r440", "r441", "r442", "r443", "r444", "r445", "r446", "r447", "r448", "r449", "r450", "r451", "r452", "r453", "r455", "r456", "r457", "r458", "r459", "r460", "r461", "r462", "r463", "r464", "r465", "r466", "r467", "r468", "r469", "r470", "r471", "r472", "r473", "r475", "r477", "r478", "r480", "r483", "r486", "r489", "r490", "r491", "r492", "r493", "r494", "r495", "r496", "r497", "r498", "r502", "r503", "r504", "r516", "r781", "r782", "r783", "r784", "r785", "r786", "r787", "r788" ], "lang": { "en-us": { "role": { "documentation": "Information by type of retirement benefit plan. Includes, but is not limited to, retirement benefit arrangement for defined benefit pension and other postretirement plans, retirement benefit arrangement for defined contribution pension and other postretirement plans, and special and contractual termination benefits payable upon retirement.", "label": "Retirement Plan Type [Axis]", "terseLabel": "Retirement Plan Type [Axis]" } } }, "localname": "RetirementPlanTypeAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAssumptionsUsedforBenefitPlansDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansChangeinAssumptionofBenefitObligationDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansComponentsofNetPeriodicBenefitCostDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansEstimatedFutureBenefitPaymentsDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansParticipationintheIAMNationalPensionPlanDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansPensionandOtherPostretirementPlanAssetsDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RetirementPlanTypeDomain": { "auth_ref": [ "r120", "r121", "r427", "r431", "r432", "r433", "r434", "r435", "r436", "r437", "r438", "r439", "r440", "r441", "r442", "r443", "r444", "r445", "r446", "r447", "r448", "r449", "r450", "r451", "r452", "r453", "r455", "r456", "r457", "r458", "r459", "r460", "r461", "r462", "r463", "r464", "r465", "r466", "r467", "r468", "r469", "r470", "r471", "r472", "r473", "r475", "r477", "r478", "r480", "r483", "r486", "r489", "r490", "r491", "r492", "r493", "r494", "r495", "r496", "r497", "r498", "r502", "r503", "r504", "r516", "r781", "r782", "r783", "r784", "r785", "r786", "r787", "r788" ], "lang": { "en-us": { "role": { "documentation": "Type of plan designed to provide participants with retirement benefits. Includes, but is not limited to, retirement benefit arrangement for defined benefit pension and other postretirement plans, retirement benefit arrangement for defined contribution pension and other postretirement plans, and special and contractual termination benefits payable upon retirement.", "label": "Retirement Plan Type [Domain]", "terseLabel": "Retirement Plan Type [Domain]" } } }, "localname": "RetirementPlanTypeDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAssumptionsUsedforBenefitPlansDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansChangeinAssumptionofBenefitObligationDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansComponentsofNetPeriodicBenefitCostDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansEstimatedFutureBenefitPaymentsDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansParticipationintheIAMNationalPensionPlanDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansPensionandOtherPostretirementPlanAssetsDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RevenueFromContractWithCustomerExcludingAssessedTax": { "auth_ref": [ "r297", "r298", "r304", "r307", "r308", "r312", "r313", "r314", "r422", "r423", "r705" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH": { "order": 1.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.", "label": "Revenue from Contract with Customer, Excluding Assessed Tax", "terseLabel": "Revenue", "verboseLabel": "Total operating revenue" } } }, "localname": "RevenueFromContractWithCustomerExcludingAssessedTax", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesOperatingRevenuebyPrincipalGeographicRegionDetails", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_RevenueFromContractWithCustomerPolicyTextBlock": { "auth_ref": [ "r414", "r415", "r416", "r417", "r418", "r419", "r420", "r421", "r426", "r760" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for revenue from contract with customer.", "label": "Revenue from Contract with Customer [Policy Text Block]", "terseLabel": "Revenue Recognition" } } }, "localname": "RevenueFromContractWithCustomerPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_RevenuePerformanceObligationDescriptionOfTiming": { "auth_ref": [ "r413" ], "lang": { "en-us": { "role": { "documentation": "Description of timing for satisfying performance obligation in contract with customer. Includes, but is not limited to, as services are rendered, and upon shipment, delivery or completion of service.", "label": "Revenue, Performance Obligation, Description of Timing", "terseLabel": "Period over which miles are expected to be redeemed" } } }, "localname": "RevenuePerformanceObligationDescriptionOfTiming", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RevenuesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Revenues [Abstract]", "terseLabel": "Operating revenue:" } } }, "localname": "RevenuesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH" ], "xbrltype": "stringItemType" }, "us-gaap_RevolvingCreditFacilityMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Arrangement in which loan proceeds can continuously be obtained following repayments, but the total amount borrowed cannot exceed a specified maximum amount.", "label": "Revolving Credit Facility [Member]", "terseLabel": "Revolving Credit Facility" } } }, "localname": "RevolvingCreditFacilityMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RightOfUseAssetObtainedInExchangeForOperatingLeaseLiability": { "auth_ref": [ "r658", "r791" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in right-of-use asset obtained in exchange for operating lease liability.", "label": "Right-of-Use Asset Obtained in Exchange for Operating Lease Liability", "terseLabel": "Right-of-use assets acquired through operating leases" } } }, "localname": "RightOfUseAssetObtainedInExchangeForOperatingLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_SaleOfStockNameOfTransactionDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Sale of the entity's stock, including, but not limited to, initial public offering (IPO) and private placement.", "label": "Sale of Stock [Domain]", "terseLabel": "Sale of Stock [Domain]" } } }, "localname": "SaleOfStockNameOfTransactionDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommonStockholdersEquityandPreferredSecuritiesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ScheduleOfAccumulatedBenefitObligationsInExcessOfFairValueOfPlanAssetsTableTextBlock": { "auth_ref": [ "r781", "r922", "r923" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of benefit obligation and plan assets of defined benefit plan with accumulated benefit obligation in excess of plan assets.", "label": "Defined Benefit Plan, Plan with Accumulated Benefit Obligation in Excess of Plan Assets [Table Text Block]", "terseLabel": "Accumulated Benefit Obligation and Projected Benefit Obligation in Excess of Plan Assets" } } }, "localname": "ScheduleOfAccumulatedBenefitObligationsInExcessOfFairValueOfPlanAssetsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfAccumulatedOtherComprehensiveIncomeLossTableTextBlock": { "auth_ref": [ "r32", "r945", "r946" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of accumulated other comprehensive income (loss).", "label": "Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]", "terseLabel": "Components of Accumulated Other Comprehensive Income, Net of Tax" } } }, "localname": "ScheduleOfAccumulatedOtherComprehensiveIncomeLossTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/AccumulatedOtherComprehensiveIncomeLossTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfAllocationOfPlanAssetsTableTextBlock": { "auth_ref": [ "r125" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the major categories of plan assets of pension plans and/or other employee benefit plans. This information may include, but is not limited to, the target allocation of plan assets, the fair value of each major category of plan assets, and the level within the fair value hierarchy in which the fair value measurements fall.", "label": "Schedule of Allocation of Plan Assets [Table Text Block]", "terseLabel": "Allocation of Plan Assets" } } }, "localname": "ScheduleOfAllocationOfPlanAssetsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfAmountsRecognizedInBalanceSheetTableTextBlock": { "auth_ref": [ "r124" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the amounts that are recognized in the balance sheet (or statement of financial position) for pension plans and/or other employee benefit plans, showing separately the assets and current and noncurrent liabilities (if applicable) recognized.", "label": "Schedule of Amounts Recognized in Balance Sheet [Table Text Block]", "terseLabel": "Amounts Recognized in Consolidated Balance Sheet and Accumulated Other Comprehensive Income (Loss)" } } }, "localname": "ScheduleOfAmountsRecognizedInBalanceSheetTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTable": { "auth_ref": [ "r68" ], "lang": { "en-us": { "role": { "documentation": "Schedule for securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) in the future that were not included in the computation of diluted EPS because to do so would increase EPS amounts or decrease loss per share amounts for the period presented, by Antidilutive Securities.", "label": "Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table]", "terseLabel": "Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table]" } } }, "localname": "ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/EarningsLossPerShareDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfAssumptionsUsedTableTextBlock": { "auth_ref": [ "r474" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of assumption used to determine benefit obligation and net periodic benefit cost of defined benefit plan. Includes, but is not limited to, discount rate, rate of compensation increase, expected long-term rate of return on plan assets and interest crediting rate.", "label": "Defined Benefit Plan, Assumptions [Table Text Block]", "terseLabel": "Assumptions Used for Benefit Plans" } } }, "localname": "ScheduleOfAssumptionsUsedTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfCashAndCashEquivalentsTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule of cash and cash equivalent balances. This table excludes restricted cash balances.", "label": "Schedule of Cash and Cash Equivalents [Table]", "terseLabel": "Schedule of Cash and Cash Equivalents [Table]" } } }, "localname": "ScheduleOfCashAndCashEquivalentsTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesReconciliationofCashCashEquivalentsandRestrictedCashDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfCashAndCashEquivalentsTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of cash and cash equivalents.", "label": "Schedule of Cash and Cash Equivalents [Table Text Block]", "terseLabel": "Reconciliation of Cash, Cash Equivalents and Restricted Cash" } } }, "localname": "ScheduleOfCashAndCashEquivalentsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfCashFlowSupplementalDisclosuresTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of supplemental cash flow information for the periods presented.", "label": "Schedule of Cash Flow, Supplemental Disclosures [Table Text Block]", "terseLabel": "Supplemental Cash Flow Information Related to Leases" } } }, "localname": "ScheduleOfCashFlowSupplementalDisclosuresTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfCompensationCostForShareBasedPaymentArrangementsAllocationOfShareBasedCompensationCostsByPlanTableTextBlock": { "auth_ref": [ "r136" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of cost recognized for award under share-based payment arrangement by plan. Includes, but is not limited to, related tax benefit.", "label": "Share-Based Payment Arrangement, Cost by Plan [Table Text Block]", "terseLabel": "Information Related to Share-Based Compensation Plan Cost" } } }, "localname": "ScheduleOfCompensationCostForShareBasedPaymentArrangementsAllocationOfShareBasedCompensationCostsByPlanTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDebtInstrumentsTextBlock": { "auth_ref": [ "r20", "r111", "r112", "r113", "r114", "r162", "r163", "r165", "r182", "r767", "r769", "r830" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.", "label": "Schedule of Long-Term Debt Instruments [Table Text Block]", "terseLabel": "Summary of Long-Term Debt" } } }, "localname": "ScheduleOfDebtInstrumentsTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock": { "auth_ref": [ "r143" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets.", "label": "Schedule of Deferred Tax Assets and Liabilities [Table Text Block]", "terseLabel": "Temporary Differences and Carryforwards Giving Rise to Deferred Tax Assets and Liabilities" } } }, "localname": "ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDefinedBenefitPlansDisclosuresTable": { "auth_ref": [ "r128", "r129", "r130", "r131", "r132" ], "lang": { "en-us": { "role": { "documentation": "Disclosures about an individual defined benefit pension plan or an other postretirement defined benefit plan. It may be appropriate to group certain similar plans. Also includes schedule for fair value of plan assets by major categories of plan assets by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets or liabilities (Level 1), Significant other observable inputs (Level 2), and significant unobservable inputs (Level 3).", "label": "Schedule of Defined Benefit Plans Disclosures [Table]", "terseLabel": "Schedule of Defined Benefit Plans Disclosures [Table]" } } }, "localname": "ScheduleOfDefinedBenefitPlansDisclosuresTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansAllocationofPlanAssetsDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansDefinedBenefitPlanAssetsMeasuredatFairValueUsingUnobservableInputsDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansEstimatedFutureBenefitPaymentsDetails", "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansReconciliationoftheChangeinBenefitObligationandPlanAssetFundedStatusandAmountsRecognizedintheFinancialStatementsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfDefinedBenefitPlansDisclosuresTextBlock": { "auth_ref": [ "r128", "r129", "r130", "r131", "r132" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of one or more of the entity's defined benefit pension plans or one or more other defined benefit postretirement plans, separately for pension plans and other postretirement benefit plans including the entity's schedule of fair value of plan assets for defined benefit or other postretirement plans.", "label": "Schedule of Defined Benefit Plans Disclosures [Table Text Block]", "terseLabel": "Pension and Other Postretirement Plan Assets" } } }, "localname": "ScheduleOfDefinedBenefitPlansDisclosuresTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock": { "auth_ref": [ "r842" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations.", "label": "Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]", "terseLabel": "Computation of Earnings Per Share" } } }, "localname": "ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/EarningsLossPerShareTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEffectOfSignificantUnobservableInputsChangesInPlanAssetsTableTextBlock": { "auth_ref": [ "r897" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the effect of fair value measurements using significant unobservable inputs (Level 3) on changes in plan assets of pension plans and/or other employee benefit plans for the period.", "label": "Schedule of Effect of Significant Unobservable Inputs, Changes in Plan Assets [Table Text Block]", "terseLabel": "Defined Benefit Plan Assets Measured at Fair Value Using Unobservable Inputs" } } }, "localname": "ScheduleOfEffectOfSignificantUnobservableInputsChangesInPlanAssetsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock": { "auth_ref": [ "r141" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations.", "label": "Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]", "terseLabel": "Income Tax Provision (Benefit) Differed from Amounts Computed at the Statutory Federal Income Tax Rate and Significant Components" } } }, "localname": "ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfExpectedBenefitPaymentsTableTextBlock": { "auth_ref": [ "r126" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of benefits expected to be paid by pension plans and/or other employee benefit plans in each of the next five fiscal years and in the aggregate for the five fiscal years thereafter.", "label": "Schedule of Expected Benefit Payments [Table Text Block]", "terseLabel": "Estimated Future Benefit Payments" } } }, "localname": "ScheduleOfExpectedBenefitPaymentsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock": { "auth_ref": [ "r612", "r613" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of assets and liabilities, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3).", "label": "Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]", "terseLabel": "Financial Assets and Liabilities Measured at Fair Value on Recurring Basis" } } }, "localname": "ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfFiniteLivedIntangibleAssetsTable": { "auth_ref": [ "r80", "r84", "r706" ], "lang": { "en-us": { "role": { "documentation": "Schedule of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Schedule of Finite-Lived Intangible Assets [Table]", "terseLabel": "Schedule of Finite-Lived Intangible Assets [Table]" } } }, "localname": "ScheduleOfFiniteLivedIntangibleAssetsTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesInformationaboutGoodwillandOtherIntangibleAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfIndefiniteLivedIntangibleAssetsTable": { "auth_ref": [ "r88", "r90" ], "lang": { "en-us": { "role": { "documentation": "Schedule of assets, excluding financial assets and goodwill, lacking physical substance and exist in perpetuity.", "label": "Schedule of Indefinite-Lived Intangible Assets [Table]", "terseLabel": "Schedule of Indefinite-Lived Intangible Assets [Table]" } } }, "localname": "ScheduleOfIndefiniteLivedIntangibleAssetsTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesInformationaboutGoodwillandOtherIntangibleAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfIntangibleAssetsAndGoodwillTableTextBlock": { "auth_ref": [ "r77" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of goodwill and intangible assets, which may be broken down by segment or major class.", "label": "Schedule of Intangible Assets and Goodwill [Table Text Block]", "terseLabel": "Information about Goodwill and Other Intangible Assets" } } }, "localname": "ScheduleOfIntangibleAssetsAndGoodwillTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfMaturitiesOfLongTermDebtTableTextBlock": { "auth_ref": [ "r106" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of maturity and sinking fund requirement for long-term debt.", "label": "Schedule of Maturities of Long-Term Debt [Table Text Block]", "terseLabel": "Contractual Principal Payments under Outstanding Long-Term Debt Agreements" } } }, "localname": "ScheduleOfMaturitiesOfLongTermDebtTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfMultiemployerPlansTable": { "auth_ref": [ "r503", "r504", "r505", "r506", "r507", "r508", "r509", "r510", "r511", "r512", "r513", "r516", "r783", "r784", "r785", "r786", "r787", "r788", "r789" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about multiemployer plan.", "label": "Multiemployer Plan [Table]", "terseLabel": "Schedule of Multiemployer Plans [Table]" } } }, "localname": "ScheduleOfMultiemployerPlansTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansParticipationintheIAMNationalPensionPlanDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfMultiemployerPlansTableTextBlock": { "auth_ref": [ "r505", "r506", "r507", "r508", "r509", "r510", "r511", "r512", "r515", "r516", "r789" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of information about multiemployer plan.", "label": "Multiemployer Plan [Table Text Block]", "terseLabel": "Participation in the IAM National Pension Plan" } } }, "localname": "ScheduleOfMultiemployerPlansTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfNetBenefitCostsTableTextBlock": { "auth_ref": [ "r127" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of net benefit costs for pension plans and/or other employee benefit plans including service cost, interest cost, expected return on plan assets, gain (loss), prior service cost or credit, transition asset or obligation, and gain (loss) recognized due to settlements or curtailments.", "label": "Schedule of Net Benefit Costs [Table Text Block]", "terseLabel": "Components Of Net Periodic Benefit Cost" } } }, "localname": "ScheduleOfNetBenefitCostsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfNetFundedStatusTableTextBlock": { "auth_ref": [ "r124" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of net funded status of pension plans and/or other employee benefit plans.", "label": "Schedule of Net Funded Status [Table Text Block]", "terseLabel": "Reconciliation of the Change in Benefit Obligation and Plan Assets and Funded Status" } } }, "localname": "ScheduleOfNetFundedStatusTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfPropertyPlantAndEquipmentTable": { "auth_ref": [ "r95" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table]", "terseLabel": "Property, Plant and Equipment [Table]" } } }, "localname": "ScheduleOfPropertyPlantAndEquipmentTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesEstimatedUsefulLivesofPropertyandEquipmentDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfRestrictedCashAndCashEquivalentsTextBlock": { "auth_ref": [ "r66", "r170", "r189" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of cash and cash equivalents restricted as to withdrawal or usage.", "label": "Restrictions on Cash and Cash Equivalents [Table Text Block]", "terseLabel": "Reconciliation of Cash, Cash Equivalents and Restricted Cash" } } }, "localname": "ScheduleOfRestrictedCashAndCashEquivalentsTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfRestructuringAndRelatedCostsTextBlock": { "auth_ref": [ "r98", "r99", "r100" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of costs incurred for restructuring including, but not limited to, exit and disposal activities, remediation, implementation, integration, asset impairment, and charges against earnings from the write-down of assets.", "label": "Restructuring and Related Costs [Table Text Block]", "terseLabel": "Components of Special Charges" } } }, "localname": "ScheduleOfRestructuringAndRelatedCostsTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable": { "auth_ref": [ "r518", "r520", "r523", "r524", "r525", "r527", "r528", "r529", "r530", "r531", "r532", "r533", "r534", "r535", "r536", "r537", "r538", "r539", "r540", "r541", "r542", "r543", "r544", "r547", "r548", "r549", "r550", "r551" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about share-based payment arrangement.", "label": "Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table]", "terseLabel": "Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table]" } } }, "localname": "ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansInformationRelatedtoShareBasedCompensationPlanCostDetails", "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansSummaryofRSUandRestrictedStockActivityDetails", "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansSummaryofUnearnedCompensationandWeightedAverageRemainingPeriodtoRecognizeCostsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfSharebasedCompensationRestrictedStockAndRestrictedStockUnitsActivityTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of the number and weighted-average grant date fair value for restricted stock and restricted stock units that were outstanding at the beginning and end of the year, and the number of restricted stock and restricted stock units that were granted, vested, or forfeited during the year.", "label": "Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity [Table Text Block]", "terseLabel": "Summary of RSU and Restricted Stock Activity" } } }, "localname": "ScheduleOfSharebasedCompensationRestrictedStockAndRestrictedStockUnitsActivityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock": { "auth_ref": [ "r118", "r133" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.", "label": "Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]", "terseLabel": "Summary of Warrants Outstanding" } } }, "localname": "ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommonStockholdersEquityandPreferredSecuritiesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfUnrecognizedCompensationCostNonvestedAwardsTableTextBlock": { "auth_ref": [ "r137" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of cost not yet recognized and weighted-average period over which cost is expected to be recognized for nonvested award under share-based payment arrangement.", "label": "Share-Based Payment Arrangement, Nonvested Award, Cost [Table Text Block]", "terseLabel": "Summary of Unearned Compensation and Weighted-Average Remaining Period to Recognize Costs" } } }, "localname": "ScheduleOfUnrecognizedCompensationCostNonvestedAwardsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfVariableInterestEntitiesTable": { "auth_ref": [ "r150", "r151", "r152", "r153", "r154", "r593", "r594", "r595", "r596", "r685", "r686", "r687" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of qualitative and quantitative information related to variable interests the entity holds, whether or not such variable interest entity (VIE) is included in the reporting entity's consolidated financial statements. Includes, but is not limited to, description of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a tabular comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.", "label": "Schedule of Variable Interest Entities [Table]", "terseLabel": "Schedule of Variable Interest Entities [Table]" } } }, "localname": "ScheduleOfVariableInterestEntitiesTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/VariableInterestEntitiesVIEDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SecuredDebt": { "auth_ref": [ "r3", "r175", "r188" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date, including the current and noncurrent portions, of collateralized debt obligations (with maturities initially due after one year or beyond the operating cycle, if longer). Such obligations include mortgage loans, chattel loans, and any other borrowings secured by assets of the borrower.", "label": "Secured Debt", "terseLabel": "Senior secured notes" } } }, "localname": "SecuredDebt", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SecuredDebtMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Collateralized debt obligation backed by, for example, but not limited to, pledge, mortgage or other lien on the entity's assets.", "label": "Secured Debt [Member]", "terseLabel": "Secured Debt" } } }, "localname": "SecuredDebtMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember": { "auth_ref": [ "r942" ], "lang": { "en-us": { "role": { "documentation": "Fixed rate on U.S. dollar, constant-notional interest rate swap that has its variable-rate leg referenced to Secured Overnight Financing Rate (SOFR) with no additional spread over SOFR on variable-rate leg.", "label": "Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]", "terseLabel": "SOFR" } } }, "localname": "SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SellingExpense": { "auth_ref": [ "r41" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH": { "order": 7.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Expenses recognized in the period that are directly related to the selling and distribution of products or services.", "label": "Selling Expense", "terseLabel": "Distribution expenses" } } }, "localname": "SellingExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardRequisiteServicePeriod1": { "auth_ref": [ "r790" ], "lang": { "en-us": { "role": { "documentation": "Estimated period over which an employee is required to provide service in exchange for the equity-based payment award, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Award Requisite Service Period", "terseLabel": "Award vesting period" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardRequisiteServicePeriod1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod": { "auth_ref": [ "r540" ], "lang": { "en-us": { "role": { "documentation": "The number of equity-based payment instruments, excluding stock (or unit) options, that were forfeited during the reporting period.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeited in Period", "negatedLabel": "Forfeited (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansSummaryofRSUandRestrictedStockActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue": { "auth_ref": [ "r540" ], "lang": { "en-us": { "role": { "documentation": "Weighted average fair value as of the grant date of equity-based award plans other than stock (unit) option plans that were not exercised or put into effect as a result of the occurrence of a terminating event.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value", "terseLabel": "Forfeited (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansSummaryofRSUandRestrictedStockActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod": { "auth_ref": [ "r538" ], "lang": { "en-us": { "role": { "documentation": "The number of grants made during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan).", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period", "terseLabel": "Awards granted (in shares)", "verboseLabel": "Granted (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansSummaryofRSUandRestrictedStockActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue": { "auth_ref": [ "r538" ], "lang": { "en-us": { "role": { "documentation": "The weighted average fair value at grant date for nonvested equity-based awards issued during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan).", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value", "terseLabel": "Granted (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansSummaryofRSUandRestrictedStockActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber": { "auth_ref": [ "r535", "r536" ], "lang": { "en-us": { "role": { "documentation": "The number of non-vested equity-based payment instruments, excluding stock (or unit) options, that validly exist and are outstanding as of the balance sheet date.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number", "periodEndLabel": "Outstanding (in shares)", "periodStartLabel": "Outstanding (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansSummaryofRSUandRestrictedStockActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]", "terseLabel": "Awards" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedRollForward", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansSummaryofRSUandRestrictedStockActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue": { "auth_ref": [ "r535", "r536" ], "lang": { "en-us": { "role": { "documentation": "Per share or unit weighted-average fair value of nonvested award under share-based payment arrangement. Excludes share and unit options.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value", "periodEndLabel": "Outstanding (in dollars per share)", "periodStartLabel": "Outstanding (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansSummaryofRSUandRestrictedStockActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValueRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]", "terseLabel": "Weighted- Average Grant Price" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValueRollForward", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansSummaryofRSUandRestrictedStockActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriod": { "auth_ref": [ "r539" ], "lang": { "en-us": { "role": { "documentation": "The number of equity-based payment instruments, excluding stock (or unit) options, that vested during the reporting period.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period", "negatedLabel": "Vested (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriod", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansSummaryofRSUandRestrictedStockActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodTotalFairValue": { "auth_ref": [ "r542" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value of share-based awards for which the grantee gained the right by satisfying service and performance requirements, to receive or retain shares or units, other instruments, or cash.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value", "terseLabel": "Fair value of RSUs and restricted stock vested in period" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodTotalFairValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodWeightedAverageGrantDateFairValue": { "auth_ref": [ "r539" ], "lang": { "en-us": { "role": { "documentation": "The weighted average fair value as of grant date pertaining to an equity-based award plan other than a stock (or unit) option plan for which the grantee gained the right during the reporting period, by satisfying service and performance requirements, to receive or retain shares or units, other instruments, or cash in accordance with the terms of the arrangement.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value", "terseLabel": "Vested (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansSummaryofRSUandRestrictedStockActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award [Line Items]" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansInformationRelatedtoShareBasedCompensationPlanCostDetails", "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansSummaryofRSUandRestrictedStockActivityDetails", "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansSummaryofUnearnedCompensationandWeightedAverageRemainingPeriodtoRecognizeCostsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber": { "auth_ref": [ "r529" ], "lang": { "en-us": { "role": { "documentation": "The number of shares into which fully or partially vested stock options outstanding as of the balance sheet date can be currently converted under the option plan.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number", "terseLabel": "Stock option awards exercisable (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice": { "auth_ref": [ "r529" ], "lang": { "en-us": { "role": { "documentation": "The weighted-average price as of the balance sheet date at which grantees can acquire the shares reserved for issuance on vested portions of options outstanding and currently exercisable under the stock option plan.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price", "terseLabel": "Weighted-average exercise price of stock options exercisable (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansNarrativeDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross": { "auth_ref": [ "r531" ], "lang": { "en-us": { "role": { "documentation": "Gross number of share options (or share units) granted during the period.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross", "terseLabel": "Stock options granted (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue": { "auth_ref": [ "r138" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount by which the current fair value of the underlying stock exceeds the exercise price of options outstanding.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value", "terseLabel": "Intrinsic value of stock options outstanding" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber": { "auth_ref": [ "r527", "r528" ], "lang": { "en-us": { "role": { "documentation": "Number of options outstanding, including both vested and non-vested options.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number", "terseLabel": "Stock option awards outstanding (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice": { "auth_ref": [ "r527", "r528" ], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price", "terseLabel": "Weighted-average exercise price of stock options outstanding (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansNarrativeDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain": { "auth_ref": [ "r523", "r524", "r525", "r527", "r528", "r529", "r530", "r531", "r532", "r533", "r534", "r535", "r536", "r537", "r538", "r539", "r540", "r541", "r542", "r543", "r544", "r547", "r548", "r549", "r550", "r551" ], "lang": { "en-us": { "role": { "documentation": "Award under share-based payment arrangement.", "label": "Award Type [Domain]", "terseLabel": "Award Type [Domain]" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansInformationRelatedtoShareBasedCompensationPlanCostDetails", "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansSummaryofRSUandRestrictedStockActivityDetails", "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansSummaryofUnearnedCompensationandWeightedAverageRemainingPeriodtoRecognizeCostsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensationOptionAndIncentivePlansPolicy": { "auth_ref": [ "r526", "r545", "r546", "r547", "r548", "r551", "r561", "r562" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for award under share-based payment arrangement. Includes, but is not limited to, methodology and assumption used in measuring cost.", "label": "Share-Based Payment Arrangement [Policy Text Block]", "terseLabel": "Share-Based Compensation" } } }, "localname": "ShareBasedCompensationOptionAndIncentivePlansPolicy", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableIntrinsicValue1": { "auth_ref": [ "r138" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of difference between fair value of the underlying shares reserved for issuance and exercise price of vested portions of options outstanding and currently exercisable.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Intrinsic Value", "terseLabel": "Intrinsic value of stock options exercisable" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableIntrinsicValue1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1": { "auth_ref": [ "r138" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining contractual term for vested portions of options outstanding and currently exercisable or convertible, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term", "terseLabel": "Weighted average remaining contractual lives of stock options exercisable" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2": { "auth_ref": [ "r135" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining contractual term for option awards outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term", "terseLabel": "Weighted average remaining contractual lives of stock options outstanding" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ShareBasedCompensationPlansNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharesIssuedPricePerShare": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Per share or per unit amount of equity securities issued.", "label": "Shares Issued, Price Per Share", "terseLabel": "Share price (in dollars per share)" } } }, "localname": "SharesIssuedPricePerShare", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommonStockholdersEquityandPreferredSecuritiesNarrativeDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShortTermInvestments": { "auth_ref": [ "r177", "r178", "r185", "r812" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 2.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of investments including trading securities, available-for-sale securities, held-to-maturity securities, and short-term investments classified as other and current.", "label": "Short-Term Investments", "terseLabel": "Short-term investments" } } }, "localname": "ShortTermInvestments", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_SignificantAccountingPoliciesTextBlock": { "auth_ref": [ "r67", "r241" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for all significant accounting policies of the reporting entity.", "label": "Significant Accounting Policies [Text Block]", "terseLabel": "SIGNIFICANT ACCOUNTING POLICIES" } } }, "localname": "SignificantAccountingPoliciesTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_SoftwareAndSoftwareDevelopmentCostsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Purchased software applications and internally developed software for sale, licensing or long-term internal use.", "label": "Software and Software Development Costs [Member]", "terseLabel": "Computer software" } } }, "localname": "SoftwareAndSoftwareDevelopmentCostsMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesEstimatedUsefulLivesofPropertyandEquipmentDetails", "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_StateAndLocalJurisdictionMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Designated tax department of a state or local government entitled to levy and collect income taxes from the entity.", "label": "State and Local Jurisdiction [Member]", "terseLabel": "State" } } }, "localname": "StateAndLocalJurisdictionMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_StatementClassOfStockAxis": { "auth_ref": [ "r213", "r214", "r215", "r243", "r274", "r279", "r282", "r284", "r291", "r292", "r323", "r365", "r367", "r368", "r369", "r372", "r373", "r394", "r395", "r397", "r401", "r408", "r622", "r753", "r805", "r825", "r841" ], "lang": { "en-us": { "role": { "documentation": "Information by the different classes of stock of the entity.", "label": "Class of Stock [Axis]", "terseLabel": "Class of Stock [Axis]" } } }, "localname": "StatementClassOfStockAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage" ], "xbrltype": "stringItemType" }, "us-gaap_StatementEquityComponentsAxis": { "auth_ref": [ "r25", "r110", "r200", "r230", "r231", "r232", "r255", "r256", "r257", "r260", "r267", "r269", "r290", "r327", "r410", "r558", "r559", "r560", "r579", "r580", "r607", "r631", "r632", "r633", "r634", "r635", "r637", "r669", "r722", "r723", "r724" ], "lang": { "en-us": { "role": { "documentation": "Information by component of equity.", "label": "Equity Components [Axis]", "terseLabel": "Equity Components [Axis]" } } }, "localname": "StatementEquityComponentsAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/AccumulatedOtherComprehensiveIncomeLossComponentsoftheCompanysAOCIDetails", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUAH" ], "xbrltype": "stringItemType" }, "us-gaap_StatementLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Statement [Line Items]", "terseLabel": "Statement [Line Items]" } } }, "localname": "StatementLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAHParenthetical", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAParenthetical", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedComprehensiveIncomeLossUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUAH" ], "xbrltype": "stringItemType" }, "us-gaap_StatementOfCashFlowsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Cash Flows [Abstract]", "terseLabel": "Statement of Cash Flows [Abstract]" } } }, "localname": "StatementOfCashFlowsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_StatementOfFinancialPositionAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Financial Position [Abstract]", "terseLabel": "Statement of Financial Position [Abstract]" } } }, "localname": "StatementOfFinancialPositionAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_StatementOfIncomeAndComprehensiveIncomeAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Comprehensive Income [Abstract]", "terseLabel": "Statement of Comprehensive Income [Abstract]" } } }, "localname": "StatementOfIncomeAndComprehensiveIncomeAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_StatementOfStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Stockholders' Equity [Abstract]", "terseLabel": "Statement of Stockholders' Equity [Abstract]" } } }, "localname": "StatementOfStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_StatementTable": { "auth_ref": [ "r255", "r256", "r257", "r290", "r705" ], "lang": { "en-us": { "role": { "documentation": "Schedule reflecting a Statement of Income, Statement of Cash Flows, Statement of Financial Position, Statement of Shareholders' Equity and Other Comprehensive Income, or other statement as needed.", "label": "Statement [Table]", "terseLabel": "Statement [Table]" } } }, "localname": "StatementTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAHParenthetical", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAParenthetical", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedComprehensiveIncomeLossUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUAH" ], "xbrltype": "stringItemType" }, "us-gaap_StockCompensationPlanMember": { "auth_ref": [ "r843" ], "lang": { "en-us": { "role": { "documentation": "Share-based payment arrangement in which award of equity shares are granted. Arrangement includes, but is not limited to, grantor incurring liability for product and service based on price of its shares.", "label": "Share-Based Payment Arrangement [Member]", "terseLabel": "Employee stock awards" } } }, "localname": "StockCompensationPlanMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/EarningsLossPerShareDetails" ], "xbrltype": "domainItemType" }, "us-gaap_StockIssuedDuringPeriodSharesNewIssues": { "auth_ref": [ "r7", "r8", "r110", "r115" ], "lang": { "en-us": { "role": { "documentation": "Number of new stock issued during the period.", "label": "Stock Issued During Period, Shares, New Issues", "terseLabel": "Sale of common stock (in shares)", "verboseLabel": "Issuance of common stock (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesNewIssues", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommonStockholdersEquityandPreferredSecuritiesNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUAH" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesShareBasedCompensation": { "auth_ref": [ "r7", "r8", "r110", "r115" ], "lang": { "en-us": { "role": { "documentation": "Number, after forfeiture, of shares or units issued under share-based payment arrangement. Excludes shares or units issued under employee stock ownership plan (ESOP).", "label": "Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture", "terseLabel": "Stock issued for share-based awards, net of shares withheld for tax (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUAH" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodValueNewIssues": { "auth_ref": [ "r7", "r8", "r110", "r115" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.", "label": "Stock Issued During Period, Value, New Issues", "terseLabel": "Issuance of common stock", "verboseLabel": "Impact of UAL common stock issuance" } } }, "localname": "StockIssuedDuringPeriodValueNewIssues", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation": { "auth_ref": [ "r7", "r8", "r115", "r134" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value, after forfeiture, of shares issued under share-based payment arrangement. Excludes employee stock ownership plan (ESOP).", "label": "Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture", "terseLabel": "Stock issued for share-based awards, net of shares withheld for tax" } } }, "localname": "StockIssuedDuringPeriodValueShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquity": { "auth_ref": [ "r8", "r11", "r12", "r73", "r792", "r827", "r853", "r944" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 7.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.", "label": "Stockholders' Equity Attributable to Parent", "periodEndLabel": "Balance", "periodStartLabel": "Balance", "totalLabel": "Total stockholders' equity" } } }, "localname": "StockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/AccumulatedOtherComprehensiveIncomeLossComponentsoftheCompanysAOCIDetails", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Stockholders' Equity Attributable to Parent [Abstract]", "terseLabel": "Stockholders' equity:" } } }, "localname": "StockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUA", "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "stringItemType" }, "us-gaap_StockholdersEquityNoteDisclosureTextBlock": { "auth_ref": [ "r119", "r242", "r395", "r396", "r397", "r398", "r399", "r400", "r401", "r402", "r403", "r404", "r405", "r407", "r410", "r598" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.", "label": "Stockholders' Equity Note Disclosure [Text Block]", "terseLabel": "COMMON STOCKHOLDERS' EQUITY AND PREFERRED SECURITIES" } } }, "localname": "StockholdersEquityNoteDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommonStockholdersEquityandPreferredSecurities" ], "xbrltype": "textBlockItemType" }, "us-gaap_StockholdersEquityOther": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "This element represents movements included in the statement of changes in stockholders' equity which are not separately disclosed or provided for elsewhere in the taxonomy.", "label": "Stockholders' Equity, Other", "negatedTerseLabel": "Other" } } }, "localname": "StockholdersEquityOther", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUA" ], "xbrltype": "monetaryItemType" }, "us-gaap_SubleaseIncome": { "auth_ref": [ "r656", "r791" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsComponentsofLeaseCostDetails": { "order": 5.0, "parentTag": "us-gaap_LeaseCost", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of sublease income excluding finance and operating lease expense.", "label": "Sublease Income", "negatedTerseLabel": "Sublease income" } } }, "localname": "SubleaseIncome", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsComponentsofLeaseCostDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SubsequentEventMember": { "auth_ref": [ "r638", "r670" ], "lang": { "en-us": { "role": { "documentation": "Identifies event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event [Member]", "terseLabel": "Subsequent Event" } } }, "localname": "SubsequentEventMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SubsequentEventTypeAxis": { "auth_ref": [ "r638", "r670" ], "lang": { "en-us": { "role": { "documentation": "Information by event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event Type [Axis]", "terseLabel": "Subsequent Event Type [Axis]" } } }, "localname": "SubsequentEventTypeAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventTypeDomain": { "auth_ref": [ "r638", "r670" ], "lang": { "en-us": { "role": { "documentation": "Event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event Type [Domain]", "terseLabel": "Subsequent Event Type [Domain]" } } }, "localname": "SubsequentEventTypeDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SubsidiarySaleOfStockAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of sale of the entity's stock.", "label": "Sale of Stock [Axis]", "terseLabel": "Sale of Stock [Axis]" } } }, "localname": "SubsidiarySaleOfStockAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommonStockholdersEquityandPreferredSecuritiesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SuretyBondMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "An obligation arising from a three-party agreement that legally binds together a principal who needs the bond, an obligee who requires the bond and a surety company that sells the bond.", "label": "Surety Bond [Member]", "terseLabel": "Surety Bonds" } } }, "localname": "SuretyBondMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TangibleAssetImpairmentCharges": { "auth_ref": [ "r0", "r96" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The charge against earnings resulting from the aggregate write down of tangible assets from their carrying value to their fair value.", "label": "Tangible Asset Impairment Charges", "terseLabel": "Tangible asset impairment charges" } } }, "localname": "TangibleAssetImpairmentCharges", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_TaxCreditCarryforwardAmount": { "auth_ref": [ "r144" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of the tax credit carryforward, before tax effects, available to reduce future taxable income under enacted tax laws.", "label": "Tax Credit Carryforward, Amount", "terseLabel": "Tax credits" } } }, "localname": "TaxCreditCarryforwardAmount", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_TransfersAndServicingOfFinancialInstrumentsTypesOfFinancialInstrumentsDomain": { "auth_ref": [ "r319", "r320", "r390", "r406", "r597", "r671", "r672", "r673", "r674", "r675", "r676", "r677", "r678", "r679", "r680", "r681", "r682", "r683", "r684", "r688", "r689", "r690", "r691", "r692", "r693", "r694", "r695", "r696", "r697", "r698", "r699", "r700", "r701", "r702", "r703", "r850", "r851", "r852", "r965", "r966", "r967", "r968", "r969", "r970", "r971" ], "lang": { "en-us": { "role": { "documentation": "Instrument or contract that imposes a contractual obligation to deliver cash or another financial instrument or to exchange other financial instruments on potentially unfavorable terms and conveys a contractual right to receive cash or another financial instrument or to exchange other financial instruments on potentially favorable terms.", "label": "Financial Instruments [Domain]", "terseLabel": "Financial Instruments [Domain]" } } }, "localname": "TransfersAndServicingOfFinancialInstrumentsTypesOfFinancialInstrumentsDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TreasuryStockMember": { "auth_ref": [ "r24", "r116" ], "lang": { "en-us": { "role": { "documentation": "Shares of an entity that have been repurchased by the entity. This stock has no voting rights and receives no dividends. Note that treasury stock may be recorded at its total cost or separately as par (or stated) value and additional paid in capital. Classified within stockholders' equity if nonredeemable or redeemable solely at the option of the issuer. Classified within temporary equity if redemption is outside the control of the issuer.", "label": "Treasury Stock [Member]", "terseLabel": "Treasury Stock" } } }, "localname": "TreasuryStockMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUAH" ], "xbrltype": "domainItemType" }, "us-gaap_TreasuryStockSharesAcquired": { "auth_ref": [ "r8", "r110", "r115" ], "lang": { "en-us": { "role": { "documentation": "Number of shares that have been repurchased during the period and are being held in treasury.", "label": "Treasury Stock, Shares, Acquired", "negatedLabel": "Repurchases of common stock (in shares)" } } }, "localname": "TreasuryStockSharesAcquired", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUAH" ], "xbrltype": "sharesItemType" }, "us-gaap_TreasuryStockValue": { "auth_ref": [ "r24", "r116", "r117" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH": { "order": 4.0, "parentTag": "us-gaap_StockholdersEquity", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount allocated to treasury stock. Treasury stock is common and preferred shares of an entity that were issued, repurchased by the entity, and are held in its treasury.", "label": "Treasury Stock, Value", "negatedLabel": "Stock held in treasury, at cost" } } }, "localname": "TreasuryStockValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ConsolidatedBalanceSheetsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_TreasuryStockValueAcquiredCostMethod": { "auth_ref": [ "r110", "r115", "r116" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Equity impact of the cost of common and preferred stock that were repurchased during the period. Recorded using the cost method.", "label": "Treasury Stock, Value, Acquired, Cost Method", "negatedLabel": "Repurchases of common stock" } } }, "localname": "TreasuryStockValueAcquiredCostMethod", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedStockholdersEquityUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_TypeOfArrangementAxis": { "auth_ref": [ "r941" ], "lang": { "en-us": { "role": { "documentation": "Information by collaborative arrangement and arrangement other than collaborative applicable to revenue-generating activity or operations.", "label": "Collaborative Arrangement and Arrangement Other than Collaborative [Axis]", "terseLabel": "Collaborative Arrangement and Arrangement Other than Collaborative [Axis]" } } }, "localname": "TypeOfArrangementAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_TypeOfRestructuringDomain": { "auth_ref": [ "r351", "r352", "r353", "r354" ], "lang": { "en-us": { "role": { "documentation": "Identification of the types of restructuring costs.", "label": "Type of Restructuring [Domain]", "terseLabel": "Type of Restructuring [Domain]" } } }, "localname": "TypeOfRestructuringDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/PensionandOtherPostretirementPlansNarrativeDetails", "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_USGovernmentAgenciesDebtSecuritiesMember": { "auth_ref": [ "r761", "r779", "r961" ], "lang": { "en-us": { "role": { "documentation": "Debentures, notes, and other debt securities issued by US government agencies, for example, but not limited to, Government National Mortgage Association (GNMA or Ginnie Mae). Excludes US treasury securities and debt issued by government-sponsored Enterprises (GSEs), for example, but is not limited to, Federal Home Loan Mortgage Corporation (FHLMC or Freddie Mac), Federal National Mortgage Association (FNMA or Fannie Mae), and the Federal Home Loan Bank (FHLB).", "label": "US Government Agencies Debt Securities [Member]", "verboseLabel": "U.S. government and agency notes" } } }, "localname": "USGovernmentAgenciesDebtSecuritiesMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/FairValueMeasurementsInvestmentsandNotesReceivableFairValueofFinancialAssetsandLiabilitiesMeasuredatFairValueonaRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_UnconditionalPurchaseObligationCategoryOfGoodsOrServicesAcquiredDomain": { "auth_ref": [ "r355", "r356", "r358", "r359" ], "lang": { "en-us": { "role": { "documentation": "General description of the goods or services to be purchased from the counterparty to the unconditional purchase arrangement.", "label": "Unconditional Purchase Obligation, Category of Goods or Services Acquired [Domain]", "terseLabel": "Unconditional Purchase Obligation, Category of Goods or Services Acquired [Domain]" } } }, "localname": "UnconditionalPurchaseObligationCategoryOfGoodsOrServicesAcquiredDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsFutureLeasePaymentunderTermsofCapacityPurchaseAgreementDetails", "http://www.unitedcontinentalholdings.com/role/LeasesandCapacityPurchaseAgreementsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_UnrealizedGainLossOnInvestments": { "auth_ref": [ "r58" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 }, "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH": { "order": 4.0, "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of unrealized gain (loss) on investment.", "label": "Unrealized Gain (Loss) on Investments", "negatedTerseLabel": "Unrealized (gains) losses on investments", "terseLabel": "Unrealized gains (losses) on investments, net" } } }, "localname": "UnrealizedGainLossOnInvestments", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedCashFlowsUAH", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUA", "http://www.unitedcontinentalholdings.com/role/StatementsofConsolidatedOperationsUAH" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefits": { "auth_ref": [ "r565", "r571" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of unrecognized tax benefits.", "label": "Unrecognized Tax Benefits", "terseLabel": "Unrecognized tax benefits" } } }, "localname": "UnrecognizedTaxBenefits", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsThatWouldImpactEffectiveTaxRate": { "auth_ref": [ "r572" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate.", "label": "Unrecognized Tax Benefits that Would Impact Effective Tax Rate", "terseLabel": "Unrecognized tax benefits that would impact effective tax rate if recognized" } } }, "localname": "UnrecognizedTaxBenefitsThatWouldImpactEffectiveTaxRate", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecordedUnconditionalPurchaseObligationBalanceOnFifthAnniversary": { "auth_ref": [ "r356" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesSummaryofCommitmentsRelatedtotheAcquisitionofAircraftDetails": { "order": 5.0, "parentTag": "us-gaap_UnrecordedUnconditionalPurchaseObligationBalanceSheetAmount", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of fixed and determinable portion of unrecorded unconditional purchase obligation to be paid in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Unrecorded Unconditional Purchase Obligation, to be Paid, Year Five", "terseLabel": "2027" } } }, "localname": "UnrecordedUnconditionalPurchaseObligationBalanceOnFifthAnniversary", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesSummaryofCommitmentsRelatedtotheAcquisitionofAircraftDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecordedUnconditionalPurchaseObligationBalanceOnFirstAnniversary": { "auth_ref": [ "r356" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesSummaryofCommitmentsRelatedtotheAcquisitionofAircraftDetails": { "order": 1.0, "parentTag": "us-gaap_UnrecordedUnconditionalPurchaseObligationBalanceSheetAmount", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of fixed and determinable portion of unrecorded unconditional purchase obligation to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Unrecorded Unconditional Purchase Obligation, to be Paid, Year One", "terseLabel": "2023" } } }, "localname": "UnrecordedUnconditionalPurchaseObligationBalanceOnFirstAnniversary", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesSummaryofCommitmentsRelatedtotheAcquisitionofAircraftDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecordedUnconditionalPurchaseObligationBalanceOnFourthAnniversary": { "auth_ref": [ "r356" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesSummaryofCommitmentsRelatedtotheAcquisitionofAircraftDetails": { "order": 4.0, "parentTag": "us-gaap_UnrecordedUnconditionalPurchaseObligationBalanceSheetAmount", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of fixed and determinable portion of unrecorded unconditional purchase obligation to be paid in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Unrecorded Unconditional Purchase Obligation, to be Paid, Year Four", "terseLabel": "2026" } } }, "localname": "UnrecordedUnconditionalPurchaseObligationBalanceOnFourthAnniversary", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesSummaryofCommitmentsRelatedtotheAcquisitionofAircraftDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecordedUnconditionalPurchaseObligationBalanceOnSecondAnniversary": { "auth_ref": [ "r356" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesSummaryofCommitmentsRelatedtotheAcquisitionofAircraftDetails": { "order": 2.0, "parentTag": "us-gaap_UnrecordedUnconditionalPurchaseObligationBalanceSheetAmount", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of fixed and determinable portion of unrecorded unconditional purchase obligation to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Unrecorded Unconditional Purchase Obligation, to be Paid, Year Two", "terseLabel": "2024" } } }, "localname": "UnrecordedUnconditionalPurchaseObligationBalanceOnSecondAnniversary", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesSummaryofCommitmentsRelatedtotheAcquisitionofAircraftDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecordedUnconditionalPurchaseObligationBalanceOnThirdAnniversary": { "auth_ref": [ "r356" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesSummaryofCommitmentsRelatedtotheAcquisitionofAircraftDetails": { "order": 3.0, "parentTag": "us-gaap_UnrecordedUnconditionalPurchaseObligationBalanceSheetAmount", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of fixed and determinable portion of unrecorded unconditional purchase obligation to be paid in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Unrecorded Unconditional Purchase Obligation, to be Paid, Year Three", "terseLabel": "2025" } } }, "localname": "UnrecordedUnconditionalPurchaseObligationBalanceOnThirdAnniversary", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesSummaryofCommitmentsRelatedtotheAcquisitionofAircraftDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecordedUnconditionalPurchaseObligationBalanceSheetAmount": { "auth_ref": [ "r356" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesSummaryofCommitmentsRelatedtotheAcquisitionofAircraftDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of the unrecorded obligation to transfer funds in the future for fixed or minimum amounts or quantities of goods or services at fixed or minimum prices (for example, as in take-or-pay contracts or throughput contracts).", "label": "Unrecorded Unconditional Purchase Obligation", "totalLabel": "Total" } } }, "localname": "UnrecordedUnconditionalPurchaseObligationBalanceSheetAmount", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesSummaryofCommitmentsRelatedtotheAcquisitionofAircraftDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecordedUnconditionalPurchaseObligationDueAfterFiveYears": { "auth_ref": [ "r860" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesSummaryofCommitmentsRelatedtotheAcquisitionofAircraftDetails": { "order": 6.0, "parentTag": "us-gaap_UnrecordedUnconditionalPurchaseObligationBalanceSheetAmount", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of fixed and determinable portion of unrecorded unconditional purchase obligation to be paid after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Unrecorded Unconditional Purchase Obligation, to be Paid, after Year Five", "terseLabel": "After 2027" } } }, "localname": "UnrecordedUnconditionalPurchaseObligationDueAfterFiveYears", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesSummaryofCommitmentsRelatedtotheAcquisitionofAircraftDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecordedUnconditionalPurchaseObligationMinimumQuantityRequired": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The minimum number of units that must be purchased, in connection with an unconditional purchase obligation that has not been recognized for financial reporting purposes.", "label": "Unrecorded Unconditional Purchase Obligation, Minimum Quantity Required", "verboseLabel": "Number of Firm Commitments" } } }, "localname": "UnrecordedUnconditionalPurchaseObligationMinimumQuantityRequired", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesFirmCommitmentsandOptionstoPurchaseAircraftDetails" ], "xbrltype": "decimalItemType" }, "us-gaap_UnrecordedUnconditionalPurchaseObligationsDisclosureTextBlock": { "auth_ref": [ "r861" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of unconditional purchase obligation not recognized as liability.", "label": "Unrecorded Unconditional Purchase Obligations Disclosure [Table Text Block]", "terseLabel": "Summary of Commitments" } } }, "localname": "UnrecordedUnconditionalPurchaseObligationsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CommitmentsandContingenciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_UnsecuredDebtMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Debt obligation not collateralized by pledge of, mortgage of or other lien on the entity's assets.", "label": "Unsecured Debt [Member]", "terseLabel": "Unsecured Debt", "verboseLabel": "Unsecured" } } }, "localname": "UnsecuredDebtMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails", "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_UnusualOrInfrequentItemGainGross": { "auth_ref": [ "r45" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsComponentsofSpecialChargesDetails": { "order": 1.0, "parentTag": "us-gaap_RestructuringSettlementAndImpairmentProvisions", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of gain recognized in the income statement for an event or transaction that is unusual in nature or infrequent in occurrence, or both.", "label": "Unusual or Infrequent Item, or Both, Gain, Gross", "negatedTerseLabel": "CARES Act grant" } } }, "localname": "UnusualOrInfrequentItemGainGross", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsComponentsofSpecialChargesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnusualOrInfrequentItemsDisclosureTextBlock": { "auth_ref": [ "r46" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for an event or transaction that is unusual in nature or infrequent in occurrence, or both.", "label": "Unusual or Infrequent Items, or Both, Disclosure [Text Block]", "terseLabel": "Overview" } } }, "localname": "UnusualOrInfrequentItemsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/Overview" ], "xbrltype": "textBlockItemType" }, "us-gaap_UseOfEstimates": { "auth_ref": [ "r69", "r70", "r71", "r293", "r294", "r295", "r296" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.", "label": "Use of Estimates, Policy [Policy Text Block]", "terseLabel": "Use of Estimates" } } }, "localname": "UseOfEstimates", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_UseRightsMember": { "auth_ref": [ "r147" ], "lang": { "en-us": { "role": { "documentation": "Legal right to use or benefit from the use of natural resources or access. Examples include, but are not limited to, drilling rights, water rights, air rights, timber cutting rights and route authorities.", "label": "Use Rights [Member]", "terseLabel": "Routes" } } }, "localname": "UseRightsMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/SpecialChargesCreditsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ValuationAllowanceOfDeferredTaxAssetsMember": { "auth_ref": [ "r831", "r832", "r833", "r834", "r835" ], "lang": { "en-us": { "role": { "documentation": "Valuation allowance of deferred tax asset attributable to deductible temporary difference and carryforward.", "label": "SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset [Member]", "terseLabel": "Valuation allowance for deferred tax assets" } } }, "localname": "ValuationAllowanceOfDeferredTaxAssetsMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ValuationAllowancesAndReservesBalance": { "auth_ref": [ "r247", "r253" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of valuation and qualifying accounts and reserves.", "label": "SEC Schedule, 12-09, Valuation Allowances and Reserves, Amount", "periodEndLabel": "Balance\u00a0at End of Period", "periodStartLabel": "Balance\u00a0at Beginning\u00a0of Period" } } }, "localname": "ValuationAllowancesAndReservesBalance", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ValuationAllowancesAndReservesChargedToCostAndExpense": { "auth_ref": [ "r250" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in valuation and qualifying accounts and reserves from charge to cost and expense.", "label": "SEC Schedule, 12-09, Valuation Allowances and Reserves, Additions, Charge to Cost and Expense", "terseLabel": "Additions Charged\u00a0to Costs and Expenses" } } }, "localname": "ValuationAllowancesAndReservesChargedToCostAndExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ValuationAllowancesAndReservesChargedToOtherAccounts": { "auth_ref": [ "r251" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in valuation and qualifying accounts and reserves from charge to accounts other than cost and expense.", "label": "SEC Schedule, 12-09, Valuation Allowances and Reserves, Additions, Charge to Other Account", "terseLabel": "Other" } } }, "localname": "ValuationAllowancesAndReservesChargedToOtherAccounts", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ValuationAllowancesAndReservesDeductions": { "auth_ref": [ "r252" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease in valuation and qualifying accounts and reserves.", "label": "SEC Schedule, 12-09, Valuation Allowances and Reserves, Deduction", "terseLabel": "Deductions" } } }, "localname": "ValuationAllowancesAndReservesDeductions", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ValuationAllowancesAndReservesDomain": { "auth_ref": [ "r247", "r248", "r249", "r252", "r253" ], "lang": { "en-us": { "role": { "documentation": "Valuation and qualifying accounts and reserves.", "label": "SEC Schedule, 12-09, Valuation Allowances and Reserves [Domain]", "terseLabel": "SEC Schedule, 12-09, Valuation Allowances and Reserves [Domain]" } } }, "localname": "ValuationAllowancesAndReservesDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ValuationAllowancesAndReservesTypeAxis": { "auth_ref": [ "r247", "r248", "r249", "r252", "r253" ], "lang": { "en-us": { "role": { "documentation": "Information by valuation and qualifying accounts and reserves.", "label": "SEC Schedule, 12-09, Valuation Allowances and Reserves Type [Axis]", "terseLabel": "SEC Schedule, 12-09, Valuation Allowances and Reserves Type [Axis]" } } }, "localname": "ValuationAllowancesAndReservesTypeAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_VariableInterestEntityDisclosureTextBlock": { "auth_ref": [ "r155" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for a variable interest entity (VIE), including but not limited to, judgments and assumptions in determining whether to consolidate and in identifying the primary beneficiary, gain (loss) recognized on the initial consolidation of the VIE, terms of arrangements, amounts and classification of the VIE's assets and liabilities, and the entity's maximum exposure to loss.", "label": "Variable Interest Entity Disclosure [Text Block]", "terseLabel": "VARIABLE INTEREST ENTITIES (\"VIE\")" } } }, "localname": "VariableInterestEntityDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/VariableInterestEntitiesVIE" ], "xbrltype": "textBlockItemType" }, "us-gaap_VariableInterestEntityLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Variable Interest Entity [Line Items]", "terseLabel": "Variable Interest Entity [Line Items]" } } }, "localname": "VariableInterestEntityLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/VariableInterestEntitiesVIEDetails" ], "xbrltype": "stringItemType" }, "us-gaap_VariableRateAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of variable rate.", "label": "Variable Rate [Axis]", "terseLabel": "Variable Rate [Axis]" } } }, "localname": "VariableRateAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_VariableRateDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Interest rate that fluctuates over time as a result of an underlying benchmark interest rate or index.", "label": "Variable Rate [Domain]", "terseLabel": "Variable Rate [Domain]" } } }, "localname": "VariableRateDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/DebtSummaryofLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_WarrantMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Security that gives the holder the right to purchase shares of stock in accordance with the terms of the instrument, usually upon payment of a specified amount.", "label": "Warrant [Member]", "terseLabel": "Preferred Stock Purchase Rights", "verboseLabel": "Stock warrants" } } }, "localname": "WarrantMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/CoverPage", "http://www.unitedcontinentalholdings.com/role/EarningsLossPerShareDetails" ], "xbrltype": "domainItemType" }, "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding": { "auth_ref": [ "r273", "r284" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/EarningsLossPerShareDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "lang": { "en-us": { "role": { "documentation": "The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period.", "label": "Weighted Average Number of Shares Outstanding, Diluted", "totalLabel": "Diluted weighted-average shares outstanding (in shares)" } } }, "localname": "WeightedAverageNumberOfDilutedSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/EarningsLossPerShareDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_WeightedAverageNumberOfSharesOutstandingBasic": { "auth_ref": [ "r271", "r284" ], "calculation": { "http://www.unitedcontinentalholdings.com/role/EarningsLossPerShareDetails": { "order": 1.0, "parentTag": "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period.", "label": "Weighted Average Number of Shares Outstanding, Basic", "terseLabel": "Basic weighted-average shares outstanding (in shares)" } } }, "localname": "WeightedAverageNumberOfSharesOutstandingBasic", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.unitedcontinentalholdings.com/role/EarningsLossPerShareDetails" ], "xbrltype": "sharesItemType" } }, "unitCount": 14 } }, "std_ref": { "r0": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "205", "URI": "https://asc.fasb.org/extlink&oid=109222650&loc=d3e1361-107760", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r1": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(19))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r10": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(3))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r100": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 5.P.4)", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r101": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "440", "URI": "https://asc.fasb.org/topic&trid=2144648", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r102": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "460", "URI": "https://asc.fasb.org/extlink&oid=124440162&loc=d3e12069-110248", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r103": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(1)", "Topic": "460", "URI": "https://asc.fasb.org/extlink&oid=124440162&loc=d3e12069-110248", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r104": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "460", "URI": "https://asc.fasb.org/extlink&oid=124440162&loc=d3e12069-110248", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r105": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "460", "URI": "https://asc.fasb.org/extlink&oid=124440162&loc=d3e12069-110248", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r106": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123465755&loc=d3e1835-112601", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r107": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123465755&loc=SL6230698-112601", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r108": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466302&loc=d3e4724-112606", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r109": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "470", "URI": "https://asc.fasb.org/topic&trid=2208564", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r11": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r110": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21463-112644", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r111": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21475-112644", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r112": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21506-112644", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r113": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21521-112644", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r114": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21538-112644", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r115": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3-04)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r116": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=6405813&loc=d3e23239-112655", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r117": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=6405834&loc=d3e23315-112656", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r118": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "50", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=6784392&loc=d3e188667-122775", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r119": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "505", "URI": "https://asc.fasb.org/topic&trid=2208762", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r12": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(31))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r120": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "15", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "712", "URI": "https://asc.fasb.org/extlink&oid=6410066&loc=d3e79218-111664", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r121": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "15", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "712", "URI": "https://asc.fasb.org/extlink&oid=6410066&loc=d3e79218-111664", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r122": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123453770&loc=d3e1703-114919", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r123": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123453770&loc=d3e1731-114919", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r124": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r125": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(5)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r126": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(f)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r127": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r128": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r129": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e2410-114920", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r13": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(32))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r130": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e2417-114920", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r131": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e2439-114920", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r132": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123450688&loc=d3e4179-114921", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r133": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5047-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r134": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r135": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r136": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r137": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r138": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r139": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=126964447&loc=d3e11149-113907", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r14": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(a))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r140": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=126964447&loc=d3e11178-113907", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r141": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32687-109319", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r142": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32718-109319", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r143": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r144": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32559-109319", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r145": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32632-109319", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r146": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.7)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r147": { "Name": "Accounting Standards Codification", "Paragraph": "31", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Subparagraph": "(i)", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=123410050&loc=d3e5419-128473", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r148": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "805", "URI": "https://asc.fasb.org/topic&trid=2303972", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r149": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c),(3)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r15": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(b),22(b))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r150": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r151": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=123419778&loc=d3e5728-111685", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r152": { "Name": "Accounting Standards Codification", "Paragraph": "5A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=123419778&loc=SL6759159-111685", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r153": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=123419778&loc=d3e5747-111685", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r154": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=123419778&loc=SL6228884-111685", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r155": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "810", "URI": "https://asc.fasb.org/topic&trid=2197479", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r156": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r157": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r158": { "Name": "Accounting Standards Codification", "Paragraph": "6A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=SL6742756-110258", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r159": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=123594938&loc=d3e13467-108611", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r16": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19,20)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r160": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=123594938&loc=d3e13476-108611", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r161": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "230", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=123444420&loc=d3e33268-110906", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r162": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "https://asc.fasb.org/extlink&oid=124435984&loc=d3e28541-108399", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r163": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "https://asc.fasb.org/extlink&oid=124435984&loc=d3e28551-108399", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r164": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "https://asc.fasb.org/extlink&oid=124435984&loc=d3e28555-108399", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r165": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "30", "Topic": "835", "URI": "https://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r166": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r167": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r168": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r169": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "940", "URI": "https://asc.fasb.org/extlink&oid=126941158&loc=d3e41242-110953", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r17": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.20)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r170": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(1)(a))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r171": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(10))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r172": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(11))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r173": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(13))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r174": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(15)(2))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r175": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(16))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r176": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(23))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r177": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(4))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r178": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(5))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r179": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.17)", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r18": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.21)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r180": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(15))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r181": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(22))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r182": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "470", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r183": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(15)(b)(2))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r184": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(16))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r185": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(1)(g))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r186": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(10))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r187": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(12))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r188": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(16))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r189": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(2))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r19": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22(a)(1))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r190": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(4))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r191": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(25))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r192": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(5))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r193": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.(a),19)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r194": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.3)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r195": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(18))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r196": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(8))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r197": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-06(3))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=120401414&loc=d3e604059-122996", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r198": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "105", "URI": "https://asc.fasb.org/extlink&oid=126987489&loc=SL124442142-165695", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r199": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "105", "URI": "https://asc.fasb.org/extlink&oid=126987489&loc=SL124442142-165695", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r2": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(20))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r20": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r200": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "105", "URI": "https://asc.fasb.org/extlink&oid=126987489&loc=SL124442142-165695", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r201": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "105", "URI": "https://asc.fasb.org/extlink&oid=126987489&loc=SL124442142-165695", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r202": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "105", "URI": "https://asc.fasb.org/extlink&oid=126987489&loc=SL124442142-165695", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r203": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "https://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r204": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r205": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=124098289&loc=d3e6904-107765", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r206": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(1))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r207": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(15))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r208": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(16))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r209": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(17))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r21": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.24)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r210": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(18))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r211": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(2))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r212": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(22))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r213": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(27)(b))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r214": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(28))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r215": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(29))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r216": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(3)(b))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r217": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(4))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r218": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(4))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r219": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(9))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r22": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.25)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r220": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669646-108580", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r221": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669646-108580", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r222": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669646-108580", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r223": { "Name": "Accounting Standards Codification", "Paragraph": "14A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669686-108580", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r224": { "Name": "Accounting Standards Codification", "Paragraph": "17A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL34724391-108580", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r225": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669619-108580", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r226": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669619-108580", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r227": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669619-108580", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r228": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669625-108580", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r229": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669625-108580", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r23": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r230": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL124442407-227067", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r231": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL124442411-227067", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r232": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r233": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(21))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r234": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(24))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r235": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(25))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r236": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3213-108585", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r237": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3367-108585", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r238": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3521-108585", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r239": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3536-108585", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r24": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29,30)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r240": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126999549&loc=d3e4297-108586", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r241": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=126899994&loc=d3e18726-107790", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r242": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(e)(1))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r243": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(g)(1)(ii))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r244": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h)(2))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r245": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r246": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-04(a))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r247": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(Column B))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r248": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(Column C(1)))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r249": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(Column C(2)))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r25": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29-31)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r250": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(Column C)(1))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r251": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(Column C)(2))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r252": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(Column D))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r253": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(Column E))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r254": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09)", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r255": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21914-107793", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r256": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21930-107793", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r257": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21711-107793", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r258": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21728-107793", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r259": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r26": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(i),(j),(k)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669646-108580", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r260": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(3)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r261": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(4)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r262": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r263": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r264": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r265": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r266": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r267": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r268": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r269": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r27": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(i-k)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669646-108580", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r270": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.M.Q2)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=122038215&loc=d3e31137-122693", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r271": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1448-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r272": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1377-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r273": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1505-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r274": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1252-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r275": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1707-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r276": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1757-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r277": { "Name": "Accounting Standards Codification", "Paragraph": "26", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1828-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r278": { "Name": "Accounting Standards Codification", "Paragraph": "28A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1500-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r279": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1278-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r28": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669646-108580", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r280": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r281": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r282": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r283": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1337-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r284": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r285": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r286": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3630-109257", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r287": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=109243012&loc=SL65017193-207537", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r288": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=128363288&loc=d3e3842-109258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r289": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "260", "URI": "https://asc.fasb.org/topic&trid=2144383", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r29": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=d3e637-108580", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r290": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "https://asc.fasb.org/extlink&oid=125520817&loc=d3e70191-108054", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r291": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "272", "URI": "https://asc.fasb.org/extlink&oid=6373374&loc=d3e70434-108055", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r292": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "272", "URI": "https://asc.fasb.org/extlink&oid=6373374&loc=d3e70478-108055", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r293": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r294": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r295": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6161-108592", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r296": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6191-108592", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r297": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r298": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r299": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r3": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(22))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r30": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=d3e640-108580", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r300": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r301": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r302": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r303": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8813-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r304": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r305": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r306": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r307": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r308": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r309": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r31": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=d3e681-108580", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r310": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r311": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r312": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r313": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r314": { "Name": "Accounting Standards Codification", "Paragraph": "42", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r315": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "https://asc.fasb.org/extlink&oid=124259787&loc=d3e4428-111522", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r316": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "https://asc.fasb.org/extlink&oid=123577603&loc=d3e5074-111524", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r317": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "310", "URI": "https://asc.fasb.org/extlink&oid=126986314&loc=SL124402458-218513", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r318": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "310", "URI": "https://asc.fasb.org/extlink&oid=126986314&loc=SL124402458-218513", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r319": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "https://asc.fasb.org/extlink&oid=126970911&loc=d3e27232-111563", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r32": { "Name": "Accounting Standards Codification", "Paragraph": "14A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669686-108580", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r320": { "Name": "Accounting Standards Codification", "Paragraph": "5A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "https://asc.fasb.org/extlink&oid=126970911&loc=SL120269820-111563", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r321": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "321", "URI": "https://asc.fasb.org/extlink&oid=126980263&loc=SL75117539-209714", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r322": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "323", "URI": "https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r323": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "323", "URI": "https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r324": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r325": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r326": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r327": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r328": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(3)", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r329": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(4)", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r33": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=d3e557-108580", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r330": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255206&loc=SL82895884-210446", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r331": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919244-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r332": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919249-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r333": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919249-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r334": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(f)", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919249-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r335": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919249-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r336": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919253-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r337": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919258-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r338": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919230-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r339": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919230-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r34": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=124507222&loc=d3e1436-108581", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r340": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124269663&loc=SL82922888-210455", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r341": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124269663&loc=SL82922895-210455", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r342": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124269663&loc=SL82922900-210455", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r343": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=99380562&loc=d3e13770-109266", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r344": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r345": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r346": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r347": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(1)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r348": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r349": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r35": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(10))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r350": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "360", "URI": "https://asc.fasb.org/extlink&oid=109226691&loc=d3e2921-110230", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r351": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(1)", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r352": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r353": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.4(b)(1))", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r354": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.4(b)(2))", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r355": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "440", "URI": "https://asc.fasb.org/extlink&oid=123406679&loc=d3e25336-109308", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r356": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "440", "URI": "https://asc.fasb.org/extlink&oid=123406679&loc=d3e25336-109308", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r357": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "440", "URI": "https://asc.fasb.org/extlink&oid=123406679&loc=d3e25336-109308", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r358": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "440", "URI": "https://asc.fasb.org/extlink&oid=123406679&loc=d3e25336-109308", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r359": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "440", "URI": "https://asc.fasb.org/extlink&oid=123406679&loc=d3e25383-109308", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r36": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(20))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r360": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "450", "URI": "https://asc.fasb.org/extlink&oid=121557415&loc=d3e14435-108349", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r361": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "450", "URI": "https://asc.fasb.org/extlink&oid=121557415&loc=d3e14557-108349", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r362": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "20", "Subparagraph": "(SAB Topic 5.Y.Q2)", "Topic": "450", "URI": "https://asc.fasb.org/extlink&oid=27011672&loc=d3e149879-122751", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r363": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "20", "Subparagraph": "(SAB Topic 5.Y.Q4)", "Topic": "450", "URI": "https://asc.fasb.org/extlink&oid=27011672&loc=d3e149879-122751", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r364": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "460", "URI": "https://asc.fasb.org/extlink&oid=124440162&loc=d3e12021-110248", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r365": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(i))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r366": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii)(A))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r367": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iv))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r368": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(5))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r369": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(i))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r37": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r370": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(A))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r371": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(B))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r372": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iv))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r373": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(5))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r374": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r375": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r376": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r377": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r378": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(f)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r379": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r38": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.2(a),(d))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r380": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r381": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r382": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r383": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r384": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r385": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r386": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r387": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r388": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r389": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r39": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.2)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r390": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r391": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466204&loc=SL6031897-161870", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r392": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466204&loc=SL6031897-161870", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r393": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466204&loc=SL6031897-161870", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r394": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r395": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r396": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r397": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r398": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r399": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r4": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(24))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r40": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.3)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r400": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r401": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r402": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r403": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r404": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r405": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r406": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r407": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r408": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21463-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r409": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21475-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r41": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.4)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r410": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3-04)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r411": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126919976&loc=SL49130531-203044", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r412": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126919976&loc=SL49130532-203044", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r413": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r414": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130561-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r415": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130563-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r416": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130563-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r417": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130564-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r418": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130566-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r419": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130566-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r42": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.7(b))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r420": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130566-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r421": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130566-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r422": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r423": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r424": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130549-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r425": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130549-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r426": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "606", "URI": "https://asc.fasb.org/topic&trid=49130388", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r427": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123453770&loc=d3e1703-114919", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r428": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123453770&loc=d3e1731-114919", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r429": { "Name": "Accounting Standards Codification", "Paragraph": "3A", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123453770&loc=SL108413299-114919", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r43": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.7)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r430": { "Name": "Accounting Standards Codification", "Paragraph": "3A", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123453770&loc=SL108413299-114919", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r431": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r432": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(1)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r433": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(10)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r434": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(2)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r435": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(3)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r436": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(4)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r437": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(5)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r438": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(6)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r439": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(7)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r44": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.9)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r440": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(8)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r441": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(9)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r442": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r443": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r444": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r445": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r446": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(4)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r447": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(5)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r448": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(6)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r449": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(7)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r45": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=114868883&loc=SL114871943-224233", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r450": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(8)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r451": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r452": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(i)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r453": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(ii)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r454": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iii)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r455": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(01)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r456": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r457": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(A)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r458": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(B)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r459": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(C)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r46": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "20", "Topic": "220", "URI": "https://asc.fasb.org/subtopic&trid=114868817", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r460": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(03)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r461": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r462": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(f)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r463": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r464": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r465": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)(1)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r466": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)(2)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r467": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)(3)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r468": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)(4)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r469": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)(5)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r47": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "220", "URI": "https://asc.fasb.org/topic&trid=2134417", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r470": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)(6)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r471": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)(7)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r472": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(i)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r473": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(j)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r474": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(k)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r475": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(k)(1)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r476": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(k)(2)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r477": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(k)(3)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r478": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(k)(4)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r479": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(l)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r48": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3179-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r480": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(n)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r481": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(o)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r482": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(p)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r483": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(q)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r484": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(r)(1)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r485": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(r)(2)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r486": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e2410-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r487": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e2417-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r488": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e2417-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r489": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e2709-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r49": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3179-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r490": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(1)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e2709-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r491": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(2)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e2709-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r492": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(3)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e2709-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r493": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(4)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e2709-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r494": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(5)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e2709-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r495": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(6)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e2709-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r496": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(7)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e2709-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r497": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e2709-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r498": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e2919-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r499": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "20", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=21916913&loc=d3e273930-122802", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r5": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(26)(a))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r50": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3213-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r500": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "60", "Subparagraph": "(c)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=6414203&loc=d3e39689-114964", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r501": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "60", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=6414203&loc=d3e39716-114964", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r502": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "70", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=49170846&loc=d3e28014-114942", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r503": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "35", "SubTopic": "80", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=29639808&loc=d3e29008-114946", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r504": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=65877416&loc=SL14450702-114947", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r505": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(a)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=65877416&loc=SL14450657-114947", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r506": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(b)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=65877416&loc=SL14450657-114947", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r507": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(c)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=65877416&loc=SL14450657-114947", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r508": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(d)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=65877416&loc=SL14450657-114947", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r509": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(e)(1)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=65877416&loc=SL14450657-114947", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r51": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3255-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r510": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(e)(2)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=65877416&loc=SL14450657-114947", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r511": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(f)(1)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=65877416&loc=SL14450657-114947", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r512": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(f)(2)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=65877416&loc=SL14450657-114947", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r513": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(f)(3)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=65877416&loc=SL14450657-114947", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r514": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(c)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=65877416&loc=SL14450678-114947", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r515": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(a)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=65877416&loc=SL14450691-114947", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r516": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(b)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=65877416&loc=SL14450691-114947", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r517": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "715", "URI": "https://asc.fasb.org/topic&trid=2235017", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r518": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "35", "SubTopic": "10", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=126961718&loc=SL116886442-113899", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r519": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "35", "SubTopic": "10", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=126961718&loc=d3e4534-113899", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r52": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3255-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r520": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "35", "SubTopic": "10", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=126961718&loc=d3e4549-113899", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r521": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=126962052&loc=d3e4991-113900", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r522": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r523": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r524": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r525": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(3)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r526": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r527": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r528": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(ii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r529": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r53": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3291-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r530": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r531": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(01)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r532": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(02)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r533": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(03)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r534": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(04)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r535": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(i)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r536": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(ii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r537": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r538": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(01)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r539": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(02)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r54": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3291-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r540": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(03)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r541": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r542": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r543": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r544": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r545": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r546": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r547": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(i)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r548": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(ii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r549": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r55": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3521-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r550": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iv)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r551": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(v)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r552": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(1)(i)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r553": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r554": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(2)(i)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r555": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r556": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(k)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r557": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(l)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r558": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128097895&loc=SL121327923-165333", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r559": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128097895&loc=SL121327923-165333", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r56": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3536-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r560": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128097895&loc=SL121327923-165333", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r561": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 14.D.2.Q6)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=122041274&loc=d3e301413-122809", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r562": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "718", "URI": "https://asc.fasb.org/topic&trid=2228938", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r563": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "35", "Subparagraph": "(a)", "Topic": "720", "URI": "https://asc.fasb.org/extlink&oid=6420018&loc=d3e36677-107848", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r564": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "35", "Subparagraph": "(b)", "Topic": "720", "URI": "https://asc.fasb.org/extlink&oid=6420018&loc=d3e36677-107848", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r565": { "Name": "Accounting Standards Codification", "Paragraph": "10B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=123427490&loc=SL37586934-109318", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r566": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=123427490&loc=d3e31917-109318", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r567": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=123427490&loc=d3e31931-109318", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r568": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32672-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r569": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32687-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r57": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r570": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r571": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=SL6600010-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r572": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=SL6600010-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r573": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r574": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r575": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r576": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r577": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r578": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r579": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=126983759&loc=SL121830611-158277", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r58": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r580": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(3)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=126983759&loc=SL121830611-158277", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r581": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I.5.Q1)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r582": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I.7)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r583": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.1)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r584": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.2)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r585": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.C)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r586": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=123586238&loc=d3e38679-109324", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r587": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "270", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r588": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r589": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "740", "URI": "https://asc.fasb.org/topic&trid=2144680", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r59": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r590": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=128092918&loc=SL128093175-196984", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r591": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=128092918&loc=SL128093175-196984", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r592": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=128092918&loc=SL128093175-196984", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r593": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r594": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r595": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bb)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r596": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r597": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(f)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126731327&loc=d3e90205-114008", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r598": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(a)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r599": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(a)(1)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r6": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(26)(b))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r60": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3044-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r600": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(a)(2)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r601": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(a)(3)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r602": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(b)(1)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r603": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(b)(2)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r604": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(c)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r605": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(d)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r606": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(2)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r607": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(3)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r608": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(4)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r609": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r61": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126999549&loc=d3e4273-108586", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r610": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(a)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL126732908-238011", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r611": { "Name": "Accounting Standards Codification", "Paragraph": "54B", "Publisher": "FASB", "Section": "35", "SubTopic": "10", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126972413&loc=SL7495116-110257", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r612": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r613": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r614": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)(1)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r615": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)(2)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r616": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r617": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19279-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r618": { "Name": "Accounting Standards Codification", "Paragraph": "6A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=SL6742756-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r619": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=123594786&loc=SL75136599-209740", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r62": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126999549&loc=d3e4297-108586", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r620": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=123594809&loc=d3e13220-108610", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r621": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=123594938&loc=d3e13433-108611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r622": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r623": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=126983955&loc=SL120254526-165497", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r624": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=126983955&loc=SL120254526-165497", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r625": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=126983955&loc=SL121967933-165497", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r626": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=126983955&loc=SL121967933-165497", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r627": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=126983955&loc=SL121967933-165497", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r628": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)(2)", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=126983955&loc=SL121967933-165497", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r629": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=126983955&loc=SL122642865-165497", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r63": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126999549&loc=d3e4304-108586", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r630": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=126983955&loc=SL122642865-165497", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r631": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=118261656&loc=d3e32136-110900", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r632": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r633": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r634": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(c)", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r635": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r636": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r637": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r638": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=6450520&loc=d3e32618-110901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r639": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "832", "URI": "https://asc.fasb.org/extlink&oid=128342835&loc=SL128342857-244232", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r64": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126999549&loc=d3e4313-108586", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r640": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "832", "URI": "https://asc.fasb.org/extlink&oid=128342835&loc=SL128342857-244232", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r641": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "835", "URI": "https://asc.fasb.org/extlink&oid=6450988&loc=d3e26243-108391", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r642": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "https://asc.fasb.org/extlink&oid=124435984&loc=d3e28555-108399", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r643": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "835", "URI": "https://asc.fasb.org/extlink&oid=124429444&loc=SL124452920-239629", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r644": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128293352&loc=SL126838806-209984", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r645": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128293352&loc=SL126838806-209984", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r646": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128293352&loc=SL126838806-209984", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r647": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=123391704&loc=SL77918627-209977", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r648": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=123391704&loc=SL77918627-209977", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r649": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=123391704&loc=SL77918638-209977", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r65": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126999549&loc=d3e4332-108586", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r650": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=123391704&loc=SL77918643-209977", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r651": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=123391704&loc=SL77918643-209977", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r652": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=123391704&loc=SL77918643-209977", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r653": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918673-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r654": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918686-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r655": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918686-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r656": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918686-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r657": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(1)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918686-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r658": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(2)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918686-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r659": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(3)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918686-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r66": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126999549&loc=SL98516268-108586", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r660": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(4)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918686-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r661": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918686-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r662": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918701-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r663": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "20", "Topic": "842", "URI": "https://asc.fasb.org/subtopic&trid=77888251", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r664": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "848", "URI": "https://asc.fasb.org/extlink&oid=125980421&loc=SL122150809-237846", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r665": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "848", "URI": "https://asc.fasb.org/extlink&oid=125980421&loc=SL125981372-237846", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r666": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "848", "URI": "https://asc.fasb.org/extlink&oid=125980421&loc=SL125981372-237846", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r667": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "848", "URI": "https://asc.fasb.org/extlink&oid=125980421&loc=SL125981372-237846", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r668": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)(3)(iii)(01)", "Topic": "848", "URI": "https://asc.fasb.org/extlink&oid=125980421&loc=SL125981372-237846", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r669": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)(3)(iii)(03)", "Topic": "848", "URI": "https://asc.fasb.org/extlink&oid=125980421&loc=SL125981372-237846", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r67": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "235", "URI": "https://asc.fasb.org/topic&trid=2122369", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r670": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "855", "URI": "https://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r671": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)(i)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r672": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)(ii)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r673": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r674": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r675": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r676": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r677": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r678": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r679": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r68": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r680": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r681": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r682": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r683": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r684": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=66007379&loc=d3e113888-111728", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r685": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)(1)(i)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=109249958&loc=SL6224234-111729", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r686": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)(1)(ii)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=109249958&loc=SL6224234-111729", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r687": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=109249958&loc=SL6224234-111729", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r688": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=109249958&loc=SL34722452-111729", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r689": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122625-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r69": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6061-108592", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r690": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122625-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r691": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122625-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r692": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(4)(i)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122625-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r693": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r694": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r695": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r696": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(4)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r697": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(5)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r698": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(6)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r699": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(7)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r7": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(28))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r70": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6132-108592", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r700": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(b)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r701": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r702": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r703": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r704": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "910", "URI": "https://asc.fasb.org/extlink&oid=126937589&loc=SL119991595-234733", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r705": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.L)", "Topic": "924", "URI": "https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r706": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "926", "URI": "https://asc.fasb.org/extlink&oid=120154696&loc=d3e54445-107959", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r707": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "340", "Topic": "928", "URI": "https://asc.fasb.org/extlink&oid=6473545&loc=d3e61844-108004", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r708": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(10)(1))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r709": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(11))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r71": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6143-108592", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r710": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(23))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r711": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(26))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r712": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(27))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r713": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "235", "Subparagraph": "(SX 210.9-05(b)(2))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r714": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(3))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r715": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(19))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r716": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(22))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r717": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(23))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r718": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(9))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r719": { "Name": "Accounting Standards Codification", "Paragraph": "7A", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(d)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124506351&loc=SL117782755-158439", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r72": { "Name": "Accounting Standards Codification", "Paragraph": "11B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "310", "URI": "https://asc.fasb.org/extlink&oid=123577603&loc=SL6953423-111524", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r720": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(a)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r721": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(b)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r722": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r723": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(1)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r724": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(2)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r725": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(1)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r726": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(i)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r727": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(ii)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r728": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(iii)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r729": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(iv)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r73": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 4.E)", "Topic": "310", "URI": "https://asc.fasb.org/extlink&oid=122038336&loc=d3e74512-122707", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r730": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(h)(1)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r731": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(h)(2)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r732": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column B)(Footnote 1))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611197-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r733": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column B)(Footnote 6))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611197-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r734": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column B)(Footnote 7))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611197-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r735": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column C)(Footnote 1))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611197-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r736": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column C)(Footnote 6))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611197-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r737": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column C)(Footnote 7))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611197-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r738": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column D)(Footnote 1))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611197-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r739": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column D)(Footnote 6))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611197-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r74": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "https://asc.fasb.org/extlink&oid=126970911&loc=SL6283291-111563", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r740": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column D)(Footnote 7))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611197-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r741": { "Name": "Accounting Standards Codification", "Paragraph": "5D", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-13D(Column B)(Footnote 2))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=SL120429264-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r742": { "Name": "Accounting Standards Codification", "Paragraph": "5D", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-13D(Column C)(Footnote 2))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=SL120429264-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r743": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-15(Column A))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611379-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r744": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-15(Column B))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611379-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r745": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-15(Column C))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611379-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r746": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-15(Column D))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611379-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r747": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "210", "Topic": "954", "URI": "https://asc.fasb.org/extlink&oid=120413173&loc=SL116631458-115580", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r748": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "440", "Subparagraph": "(a)", "Topic": "954", "URI": "https://asc.fasb.org/extlink&oid=6491277&loc=d3e6429-115629", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r749": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Subparagraph": "(d)", "Topic": "958", "URI": "https://asc.fasb.org/extlink&oid=126982197&loc=d3e99779-112916", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r75": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "323", "URI": "https://asc.fasb.org/extlink&oid=109237563&loc=d3e33749-111570", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r750": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "958", "URI": "https://asc.fasb.org/extlink&oid=126982197&loc=d3e99893-112916", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r751": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Subparagraph": "(c)", "Topic": "976", "URI": "https://asc.fasb.org/extlink&oid=6497875&loc=d3e22274-108663", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r752": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Subparagraph": "(b)", "Topic": "978", "URI": "https://asc.fasb.org/extlink&oid=126945304&loc=d3e27327-108691", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r753": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(a)", "Publisher": "SEC", "Section": "1402", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r754": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(a)", "Publisher": "SEC", "Section": "1405", "Subparagraph": "(1)", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r755": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(a)", "Publisher": "SEC", "Section": "1405", "Subparagraph": "(3)", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r756": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(c)", "Publisher": "SEC", "Section": "1405", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r757": { "Name": "Regulation S-X (SX)", "Number": "210", "Publisher": "SEC", "Section": "12", "Subsection": "09", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r758": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r759": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r76": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "323", "URI": "https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r760": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=126899994&loc=d3e18823-107790", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r761": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(m)(1)(ii)(A))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r762": { "Name": "Accounting Standards Codification", "Paragraph": "52", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=128363288&loc=d3e4984-109258", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r763": { "Name": "Accounting Standards Codification", "Paragraph": "31", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r764": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "30", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=121590138&loc=SL82922954-210456", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r765": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=122137925&loc=d3e14258-109268", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r766": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r767": { "Name": "Accounting Standards Codification", "Paragraph": "69B", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466577&loc=SL123495735-112612", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r768": { "Name": "Accounting Standards Codification", "Paragraph": "69C", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466577&loc=SL123495737-112612", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r769": { "Name": "Accounting Standards Codification", "Paragraph": "69E", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466577&loc=SL123495743-112612", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r77": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r770": { "Name": "Accounting Standards Codification", "Paragraph": "69F", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466577&loc=SL123495745-112612", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r771": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r772": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920602&loc=SL49130690-203046-203046", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r773": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920602&loc=SL49130690-203046-203046", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r774": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920602&loc=SL49130690-203046-203046", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r775": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920602&loc=SL49130690-203046-203046", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r776": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920602&loc=SL49130690-203046-203046", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r777": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920602&loc=SL49130690-203046-203046", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r778": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920602&loc=SL49130690-203046-203046", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r779": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(ii)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r78": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=6388964&loc=d3e16212-109274", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r780": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(01)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r781": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123450688&loc=d3e4179-114921", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r782": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123450688&loc=d3e4587-114921", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r783": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(a)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=65877416&loc=SL14450702-114947", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r784": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(b)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=65877416&loc=SL14450702-114947", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r785": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(c)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=65877416&loc=SL14450702-114947", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r786": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(a)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=65877416&loc=SL14450673-114947", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r787": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(b)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=65877416&loc=SL14450673-114947", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r788": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(c)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=65877416&loc=SL14450673-114947", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r789": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "80", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=35742348&loc=SL14450788-114948", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r79": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=6388964&loc=d3e16225-109274", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r790": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r791": { "Name": "Accounting Standards Codification", "Paragraph": "53", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=123414884&loc=SL77918982-209971", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r792": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "852", "URI": "https://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r793": { "Name": "Accounting Standards Codification", "Paragraph": "13H", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Subparagraph": "(a)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126561865&loc=SL117783719-158441", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r794": { "Name": "Accounting Standards Codification", "Paragraph": "29F", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126561865&loc=SL117819544-158441", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r795": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r796": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-2", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r797": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-23", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r798": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "d1-1", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r799": { "Name": "Form 10-K", "Number": "249", "Publisher": "SEC", "Section": "310", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r8": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(29))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r80": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r800": { "Name": "Form 20-F", "Number": "249", "Publisher": "SEC", "Section": "220", "Subsection": "f", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r801": { "Name": "Form 40-F", "Number": "249", "Publisher": "SEC", "Section": "240", "Subsection": "f", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r802": { "Name": "Forms 10-K, 10-Q, 20-F", "Number": "240", "Publisher": "SEC", "Section": "13", "Subsection": "a-1", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r803": { "Name": "Regulation S-T", "Number": "232", "Publisher": "SEC", "Section": "405", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r804": { "Name": "Securities Act", "Number": "230", "Publisher": "SEC", "Section": "405", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r805": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "https://asc.fasb.org/extlink&oid=125520817&loc=d3e70229-108054", "role": "http://www.xbrl.org/2003/role/recommendedDisclosureRef" }, "r806": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "https://asc.fasb.org/extlink&oid=121557415&loc=d3e14615-108349", "role": "http://www.xbrl.org/2003/role/recommendedDisclosureRef" }, "r807": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "855", "URI": "https://asc.fasb.org/extlink&oid=6842918&loc=SL6314020-165662", "role": "http://www.xbrl.org/2003/role/recommendedDisclosureRef" }, "r808": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(1))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r809": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(10))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r81": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r810": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(17))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r811": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(18))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r812": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(8))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r813": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(9))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r814": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL124442407-227067", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r815": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL124442411-227067", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r816": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r817": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(b)(4))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r818": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3179-108585", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r819": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3213-108585", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r82": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r820": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3255-108585", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r821": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3255-108585", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r822": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3291-108585", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r823": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r824": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126999549&loc=SL98516268-108586", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r825": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(d))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r826": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(f))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r827": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(g)(1)(ii))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r828": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h)(1)(Note 1))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r829": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(k)(1))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r83": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "((a)(1),(b))", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r830": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-04(a))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r831": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(Column B))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r832": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(Column C(1)))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r833": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(Column C(2)))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r834": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(Column D))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r835": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(Column E))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r836": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21914-107793", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r837": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21930-107793", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r838": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21711-107793", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r839": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r84": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r840": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r841": { "Name": "Accounting Standards Codification", "Paragraph": "55", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e2626-109256", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r842": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r843": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r844": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8672-108599", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r845": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "https://asc.fasb.org/extlink&oid=123577603&loc=d3e5033-111524", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r846": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "310", "URI": "https://asc.fasb.org/extlink&oid=84159169&loc=d3e10133-111534", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r847": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "310", "URI": "https://asc.fasb.org/extlink&oid=84159169&loc=d3e10149-111534", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r848": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "310", "URI": "https://asc.fasb.org/extlink&oid=84159169&loc=d3e10178-111534", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r849": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "https://asc.fasb.org/extlink&oid=126970911&loc=d3e27232-111563", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r85": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(1)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r850": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "321", "URI": "https://asc.fasb.org/extlink&oid=126980263&loc=SL75117539-209714", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r851": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "321", "URI": "https://asc.fasb.org/extlink&oid=126980263&loc=SL75117539-209714", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r852": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "321", "URI": "https://asc.fasb.org/extlink&oid=126980263&loc=SL75117539-209714", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r853": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "323", "URI": "https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r854": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r855": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r856": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "360", "URI": "https://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r857": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "360", "URI": "https://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r858": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "360", "URI": "https://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r859": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(c)", "Topic": "410", "URI": "https://asc.fasb.org/extlink&oid=6393242&loc=d3e13237-110859", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r86": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(2)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r860": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "440", "URI": "https://asc.fasb.org/extlink&oid=123406679&loc=d3e25336-109308", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r861": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "440", "URI": "https://asc.fasb.org/extlink&oid=123406679&loc=d3e25336-109308", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r862": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "https://asc.fasb.org/extlink&oid=121557415&loc=d3e14326-108349", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r863": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "450", "URI": "https://asc.fasb.org/extlink&oid=121557415&loc=d3e14557-108349", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r864": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "20", "Subparagraph": "(SAB Topic 5.Y.Q2)", "Topic": "450", "URI": "https://asc.fasb.org/extlink&oid=27011672&loc=d3e149879-122751", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r865": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "450", "URI": "https://asc.fasb.org/topic&trid=2127136", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r866": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(ii))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r867": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r868": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r869": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r87": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(3)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r870": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r871": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r872": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "https://asc.fasb.org/extlink&oid=126920602&loc=SL49130690-203046-203046", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r873": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r874": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(1)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r875": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(10)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r876": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(2)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r877": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(3)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r878": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(4)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r879": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(5)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r88": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r880": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(6)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r881": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(7)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r882": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(8)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r883": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(9)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r884": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r885": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r886": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r887": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r888": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(4)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r889": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(5)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r89": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16373-109275", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r890": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(6)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r891": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(7)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r892": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(8)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r893": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r894": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(i)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r895": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(ii)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r896": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(01)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r897": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r898": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(A)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r899": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(B)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r9": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(1))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r90": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b),(d)", "Topic": "350", "URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16373-109275", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r900": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(C)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r901": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(03)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r902": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r903": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(f)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r904": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r905": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r906": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)(1)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r907": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)(2)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r908": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)(3)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r909": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)(4)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r91": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Topic": "360", "URI": "https://asc.fasb.org/extlink&oid=109226317&loc=d3e202-110218", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r910": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)(5)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r911": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)(6)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r912": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)(7)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r913": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(i)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r914": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(j)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r915": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(k)(1)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r916": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(k)(2)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r917": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(k)(3)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r918": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(k)(4)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r919": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(n)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r92": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "360", "URI": "https://asc.fasb.org/extlink&oid=126905981&loc=d3e2420-110228", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r920": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(q)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r921": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e2410-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r922": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e2417-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r923": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e2417-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r924": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e2709-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r925": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(1)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e2709-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r926": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(2)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e2709-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r927": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(3)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e2709-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r928": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(4)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e2709-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r929": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(5)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e2709-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r93": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "360", "URI": "https://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r930": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(6)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e2709-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r931": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(7)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e2709-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r932": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e2709-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r933": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e2919-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r934": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "60", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=6414203&loc=d3e39716-114964", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r935": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32687-109319", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r936": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r937": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32621-109319", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r938": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "25", "SubTopic": "50", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=127000608&loc=d3e9135-128495", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r939": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "30", "SubTopic": "50", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=126928898&loc=d3e9212-128498", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r94": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "360", "URI": "https://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r940": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "30", "SubTopic": "50", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=126928898&loc=d3e9215-128498", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r941": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "808", "URI": "https://asc.fasb.org/extlink&oid=6931272&loc=SL5834143-161434", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r942": { "Name": "Accounting Standards Codification", "Paragraph": "6A", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=124256753&loc=SL5864739-113975", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r943": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(3)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r944": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r945": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r946": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r947": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=123391704&loc=SL77918627-209977", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r948": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=123391704&loc=SL77918638-209977", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r949": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918686-209980", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r95": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "360", "URI": "https://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r950": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918686-209980", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r951": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918701-209980", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r952": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "852", "URI": "https://asc.fasb.org/extlink&oid=124433192&loc=SL2890621-112765", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r953": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "852", "URI": "https://asc.fasb.org/extlink&oid=124433192&loc=SL2890621-112765", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r954": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r955": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r956": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r957": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r958": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r959": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r96": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "360", "URI": "https://asc.fasb.org/extlink&oid=109226691&loc=d3e2921-110230", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r960": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(7)(2))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r961": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "320", "Subparagraph": "(b)", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126980459&loc=d3e62557-112803", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r962": { "Name": "Accounting Standards Codification", "Paragraph": "4H", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=116884468&loc=SL65671331-158438", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r963": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(e)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124508989&loc=d3e19393-158473", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r964": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "985", "URI": "https://asc.fasb.org/extlink&oid=6501960&loc=d3e128462-111756", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r965": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(a)", "Publisher": "SEC", "Section": "1402", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r966": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(b)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(1)", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r967": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(b)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(2)", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r968": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(b)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(3)", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r969": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(c)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(2)(i)", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r97": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.CC)", "Topic": "360", "URI": "https://asc.fasb.org/extlink&oid=27011434&loc=d3e125687-122742", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r970": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(c)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(2)(ii)", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r971": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(c)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(2)(iii)", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r972": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(a)", "Publisher": "SEC", "Section": "303", "Subparagraph": "(5)", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r973": { "Name": "Regulation S-X (SX)", "Number": "210", "Publisher": "SEC", "Section": "11", "Subsection": "03", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r98": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r99": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 5.P.3)", "Topic": "420", "URI": "https://asc.fasb.org/extlink&oid=115931487&loc=d3e140864-122747", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" } }, "version": "2.2" } ZIP 184 0000100517-23-000048-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0000100517-23-000048-xbrl.zip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�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

S:;:++1\RN=*ND'R^T@@WZ0ES'](#=TE92\:&L'V)0<-]N? M+<+A6)#.N,)"_K"C3A)9Q2TJHYLSI0MH?CBRU%".I3J?D@02=. T'9NS*@\Y MK/9)ZDK,A1D@%U]T$N8EZ_!(9D>\I1MWCM[O1%VA-,YO 9R>G395'MK[:#/T MB[7\E9EV1VIU#E!FRNWS[%Y?]YZXKOY ___MN4=_'#SR-E[@_$P'0E;$<.;N MSQNB$5[S(BN\?9IR.J=G6<@OWFJ.-92!\"#JD#GJ\(TXV-31':8;I0^&J,/1 MHPXG0B*-_=T+ G(J"/1^$,WGU7B_&1JA*C1Q>5Y D"4P-L@(W2C]\4TVU]RP&<1^)DSJ452N@0E@K2YS0+EQF['E'I[%5/46F&P#?U%"*60 MP\5Z(]*L<#WWKR'5ZF!?;W+ "[2L8X*U#=:VJ-9V)N%;76M[7[NYG8/=3%M?[WL/ _15$,FUK]&^3^E>1 ;M% @O$N=)$MWMEM0^M>@6 M1TIO"NFOVX7T$IZ(>M(@@$4#3BH!S%I1)H\'%TNV!N;\222K(N<@65M-257$ MEZQ/3[V'F_[_QJ#!V38 +@ 7@*OOY2]B[#Y;BTAQ8B4UM=F, M\?2)E<($2:.EW-N!2:.KN95M.<5FVW)AFWT)&F-O3;($K1E,BOU,BFK23+K4 MY,WL8MZEF$NQ8DR?$0IL:7[%P"M92+&Q8[6FL'E$L:*)! M$\4")W &LB&M-KJW=6(RCHQP-)2T4 BML\!B()2: 0LY326T ZD&9@;1?SQG MI86>[7HN0L$L@BY!#_KEN_YT:O(EN7S.R2:GEQ#JFB8*6NS[;M@#W[(]I),1 M?;C.VNNSIC>;/?;'^(WPI[KTC6A"L,7'SKC!-Q)>-HA]%%TG<>C+2;!LATQ- MK!'^)(,NG54_.<2;;7XQP13D8W5U=$N&CH^=&6KQYBNUD@\36E;0H\DU_. N MT-2QWPR7#4:X6!^40(&J.<:0@F-,M13#@CGQL3,F]RN5$WV>L!P[R^TT;\\V M-ECL&:@ITZC$QEP1!KJ$[7GB3:10V1?P_ L_9<;O(Q(!#AX+(;PLZZCF,,4. MU0_Q=(S4:-8RP"V&?R!N:)/1B*H5K-L1TYU8=-?UM3% + [3@HGPPT#[Y>#B M,QP!5KOX5J%66F^.X:PC2:$VFA0?[CMW9)%B&EI70@U7Q!^IO$L_+YJ/5$?+ M7>GLY$Z)9HP,XJ[,H14(2XH_>3R=FH;&4YFH,"$4=A!HVQ5H0[:E$4"I)# 9 M+OV?ZQ-=0ETO\*/1YS.E5RA<0[RZUXQY;_@AKGN\0APW-EEM7+GHA M+%<5/?AL$L)%X#2)F"+WGK"(%?MTU4)GYP$:3)*E?%I#N7!XJ^6PH#EB['DV M:?(N+F/2EPL_F[KX9]-A4 M2W+<>T,J7EJ+\VRL3-[ZU>F8QV0*%GUE#_#-3 M6COI:?Y=(>;4G:+(0: F/%6?79=,]\7.MG*,-\,DKV&2[PJ5W6/V8)??*5^E1G?!F\&+ M41C?:$B-1F.?PGA9ENJUY,M[3W9MIGYLJ4=+9N[8#W,ET\P)R-P=J9)S)?M4 M]*$["?W+\2E+C9G\!W,EMTURV .)JH%#7;H;QR(SJA%>WF+-VT2<3-VQ,G3. M@E&328TC8/@%E,6+VFE+S=)DJ[K#+U*X.G>,FCQG%^%J$% *E=F36D'4Z)"# M;EQ9K:".I#33M?'*9 2UI8::KNE8-B,H2P>M&*'9VG#A*EQ]7J/MX,-4X:D# M'WYR!>GZNO?$6<,#_?^WYQ[]G*(RZ,40T0)RAABNIX%G;J84)CZ#M4I"/]FE"LSKYX :;'Y^HNX MWJ J!BQ&M;0C&S3M-^AN=(6S8Q7^X;@ BUM5Z$7=M?+L\HX)K(N4V,Y_S&1 MC:94JQ]A0F)<"L3RG+$MUYD S3>#8F+HNDD*DK[[S&@[ 'J!YG4X> _QNYP: MI$=-1>DT*(6 ]V73A%B9]]X%7PSX8D3UQ33 %Y-?ALE9^T= ;H#<* MK!+EQ MJ-S8.3CK_.1&%F]\\]C#1 N4*%]/X''?A3LB$7&B%.Q(O*P;I. V*?@5I"!( M05&E8 NDX"%2L).#%&PU)54140Q>'R@&MYE4 O2-29B/MK3_M+01%T$793\" ML,>= ?@BX+(((?7H(1DL4#0JOH'LP;D*.Y,Y.AM\O%/@"#V(".\0X@*0KYB MF4_39/U+B$ D+":XHO[^6^8HT@M8TVQ'QZQG^[OAC9>:P2RZOWC!^#Z>%)ZR M@:&L-B19+:#6KZY(]69KKXXG=:E5[^0>D5?;4N<(C53JJE1K)'\U>Z#_T##^ M2E7$4=^4.J(]+W&!7?V0T: MR^3GD+X&AS0XI$5U2&_Z$,_2(7W2TJJF4F4W]LTIW-@%=]9((JG_Q/Q)U5-U M<[S#R6289;"!.919L&LN)11+2^X#NUJHEJ+Q\66KN*0U1571B^U[8_0[E044 M%V\LP1=*Z!"6"M%VL3QX>2FZ0O!U3ZFM1,+56&&S#%CP(I9##Q39X M2;/"]?ROVHEM[>*3S9DRFR$'1\C[ M5S8KBB1W\J]LEFM2NYU_>/9XCVTUE/R#R1VIU3I">;>\-9Z1>)538FE"%?E% MS0!< "X 5[G!%000S@J:1XO"GHU5.-?$P284SR9LMN0<;$*Y%E<-+Y)NWE&E M1J"R9E7-6W6JE:8;/)!)XU>E6CW=F(1=6NF&Q3;B?S:R#/7-.1?*^I@+)=\I M%XWE*1=;A-.N+>PQJR&6?D-;=H5^NPYE*PE4VV+9&RE3]%?[VS&L?Y(>)?KQ M#Z2V:BW.PPAE7B:Y0+]W$>JT9:5^J2BUM>*RG>U\4O"D;7M*FX>PUY\MF1/' M@OU^"SWI'W;V20*KZ+6E^)/1Z[++6R5(TA=5/9IR(U7HM<#(2+HXO]"!>E$B M[>E#[=QSFI!7($ 2P4LPAWAK'+K5;J%(918]S2Y;CBV>C>UHFYX(7S0LA"P13E]A8*IM1L=T<>'6MJ4UA)-)7G9A!2Q7.>6NC1 MK@=X"V83= FZR[F%ZT^G)E^2RRM5-[F]A%#7-,,25M^EK&7H>\BR/:23$7WX MEFI8=XSI-\?XC?!GN_2]:$*PQ8@0N\'WXE^9#0N+1[E0$/&Q1B&S0^^&.V:\ MAGL,Z6;IC]A:0DBHLTXPV2E>,+2T'2_J2[[. M;T^7QNB\$(TQ#J2BH-7%EH6ILEI76T>DO!DPD6+[H2R8R/+ %:"- M&%BQ5C"1OKLA"JB*S=LX&8[KH?B#I@^@L*9J.Z)$!1 ^,9&+U+VL".8CBJXR M\3V?J_S,WT[4T4'8\/1T1-VO!FZ)21^B%X!N#AB:YEB M@ZK-LX71SR<(L@5/^8)#T]1QP=I/U!HCZYV";@Y&W7>XIS9>7 INX2NEL?"O M[. 9U&'L\U]]9%%-#BXLUE M%!%2!["..-:1FF/POHSH#9L^X9YKYI7]H8$&D4"/J=WO!1&;6AH&>T^\L:WS M^9I+6%F.P]W);>4"NW2%C'*N/ =)SIHACQ<0E\/GH,$,!&3:"QG GL H-@^ MT2Q0'.'2!%-U!+]AP\30+7H+T"A<,$Q\3^SP1SGWQ&;B$IL(:Y[Q9E!S>4Z) M2R:UA*CQ/UO*)XAP,'2I H3CD&]$ 4Q<"K2Y%0)PBE.&F-\=3R@$O'7&QDP& M:Y;DCI^C(H U+E):;!Z=9?G%)S:+ZKF,?&^+?W00ZQ/:E?7R(;D5\"%W;P8=XW$[3"C MP>Q2.U,PCV]/RUZX-)%+S@,YP3=1OS?C/K"%@0>5!Y^$J/L7ZU6\L6.,I2^AYA34]@-\)5@8 3,A@C4LAYG@ M\'!/9&CPVMQR#$?\9CDBD2PTLPE?:>2C)> 0]JAV6)9 I*$*&#Z^*=YK<1$_ MZ4O8)]F $$T':\$&O@[]@"])[ M;.J1*;B=[]R3BCJ'_)89UW5>#&*]JW1[8K[%L1C$8V4T*C?!XIB[CG1EK)8; M.I(*03S\Q\&F1S"]#/_M*;J^*D3L!=ZL"T(J>VS:SA,?9+K5ON#G?"I$>,ME MP)O;2+EP6-L>N&A / MQ>/T*C#19?#0!)[&<_@&C.^'SX89O!_C9*"(5S?Q5%M M047DK'*K2U(;B+5 M%EQK;4$-L8(ZKAHK#$8GCQ54L*?][,M5;ZOW%+5;;N1?JA,T;K43-+FYN7T4 M(GH/?W__=@L_/CV(K$.U6"1)CF(_LMU1W"C7SB)E].N<=4K<.TKJ95 M*"XO/V>?XO/)A/H0=.[CND"LI.'^R_V46GQ 0E)JXL,=&[WL1$ M>=VBJZ>8;"IT23*;0<-+:7AIZ4>@X:7-'UZ:H^NO>&YIVP>7GFAR:>7NLU&I M@IHS^A9:IM^H=?NEZHA&];F[- FU8J7K&R:AXGXW>/QFV4FHG[@-^^%1/U>J M(?IJ8(6C7XH?M&Q^R*XL;.N$5D;#60]60\-9\VA#PUESB),8SLIH+NL>A2Z@ M.)_FLA9IB(N9R]JHV9IU=T,?U0NTX^ZU6-3CKA=@(-#M?Z^Y#W:OL]M.AU?" M,4[;.1<=\L'3?'"02(_CS%L!/0&6\0.1*85,<8-4.!Y8ZL GD8Y74;.%C50S M(^"9O?*@/D4X*)0AG@(02V9APA,&2A$C@M2N;>'7"EA7G/\=72+"I1!N=X3L MMHT91+5\"^=H\$W%3_AK(-DI="C@T;=![A3E@6HGLZH8#=S^ M@U2=J@Q%10/PQ'MNQOEH/FT,(E)<\I:>!;UW ZQ7_[9UZ6I&THT3FDN#%%>J MXIINV+/U(GPU,( MY*<0A;*1F6=1$<\2/K)(SP CLKI <08OQ#+%BT32:_9!S 9N?XX/TD(01JT] M((RFR>T(F^\;WL0OR?_C1GM]U8]B9U07F9]O05N"$*^4<"F3DXH+;NE$)CK=++:W)-5$:V%4-6!9XAIW>A7^^:"S]8V_!:;#:J>R-R-JS_;I),=.MEI M],G.);C^FF(T)OQ21V$@>XNCK8F)4Y@8)\=8:)/GW#L C]]A:R)=GOQ'R60\ M;+0MC'0QZSP) N ZX=U,/FA(Q837DSX.0 >/!P=M!.C8($J_UOU(&Y"S 8)& MZL?:2Y>HJ":[K"S,7. 4*V_77Q>9\__\C\'XH["8OUB@CX1W%E96D>K).7\@ MVN2I93%'#6)THE*A\4)FPLDM%@^3LF&=(_Y.Y$L]G,_QU>.W"JB"*X5]T[K] MML"^$19#GJ8(L1A.,_1^M+HT_+>3([FU')>^A0F+:8,2%FTM49/EMJ1 4Q0H MI^13=OF>3,)C3CY.S:/7/GLQ'&#TW:J^.6@Q42<1I5O@_S8W?#I[*R[B.RA4 MB\O79#!.]'M[/5HU&U<[E37%;#Y\19S&+U,3'[H^0.N/C2U0ZS7&X2@J4/N$ ML"Z6 '-O!%[-FP:Z-\7CO)OOC-9&JOK2ZE%*+]//1&RW[S$\D6'O'**(;+'E MF/9Z)@O\A4OABU/7T-"E8.D9/MC"F:S6!B/I\;DMSKI2/I]^5GLG$]K\!>^V MDS_#$D9_904$_<5 [8B4]N^Z,S0U+SD+WT"\4@!_93Q8LW+4 !S$V M'8F=A&=,(F@6)\G8U);W:8NRGVE?WV$\#K87^4N_5%\+M5 M_://IL!*RPB,QUWA6UTO&#WH=_ 6]P1:* M^+ U(G[C.G,Q"@Z';#U! !20N)^RVV['0Q=4]P-\1>3+3>YA_3&(U'*)\2AL M %Z;QX/X+ >[RJ2D%1WXGY7'./C6\VZLZ-7S4R[Q:=4[82%?&JE[JMAOCY/[;5W#4<.%DU2X],&P1<.%+WZF]^YPX3NP$^R+PO[PUJ!4O3(\E!PN M?'T\5#A<.)N)+H.')O TGL,WX#)]^&R8P?LQSNG&!E-))Y5T7EJFNE1)9W(W M,THZM8.3=BKQO/02SQJ""'5<-8@8C$X>1*A@:/O9EZO>5N\I:E>K'IN,6^T= M36YN;A^%A-[#W]^_W<*/3P\B^U M2$F2H]C!;'=X]\D(^)6'*9^XR9=3[C%5 MZS"MJVG5?,PJO-,6\4NWE*GF\7R"U^[(KB@[,+QTL=O-#OS./<.>L2\&/"C< M^'P"V&X>*LP.O(6)BAY;WNH?V5EM%3VIU7;0KCCO^Q]-?/7^8%U55]0:#SZY MN1;5JC^P3^;1X[[(],N\_\+B<_8Y/O%XF,_A3=Z!DTLY!,HA4 [A-#F$'N40 M=I_=FD%XS\&_8U?KSJ3$>:5-3&ZNJJON9!:IED MZJ$XMF^"(BM8Y]$D':@G(.EHK&CI1#UO.F3<4P:C<95TB-X'@ST\>>)"ZRG= M?K]ZXF(G*DUHU;GX\_'0"TQ)HR62:.DI-*UB"@WXIMXX-ADJ#N]9(TEMEJ$M1PW[A*>;H-B^*@\*/ R^-%Z5\<7OG,P #;O ML#\GC(U'JM9' Z\7>5,E-7C>@Y2U4,?^R3&G[T7KH]=8QQ_<[2PS7_?:2OTY MREL_^;4RD!@'OD^C''9M6*I$KL9E.Q9"[DTL467H@U?FF%F%7.=>F];KL>_N M.EBP/\$N<(]]\L!%:LCB(" VC6<7"&;#1=?R&1MVX;]R-9&CG72 R!'H):HD M/^CUQ:-ALX/(LF3I,PKULD.]8S!^#HMG6\4HWW!B*W=,GLLJ*4VE]ZXBKPD5 MFHY'>:ZP-;F\>@$@ISQXY=QA2?>R7CK)M=1+&\Q.IEJQ>DD3E7'72QR95\ 6 M#Y=]=6? H":P#O[,.W MLB4W'-';X4J-#_'@@%/V(DM"PHJ0SBZB M@0-4-E$:0)!L WX6X%@W\"Q3V!>.$\L89H!=D"$AAVY#)_86UPJ[%9\]8 M"A@MT4\(!FK![16#O7L58CK#\R,?R"'NO[)6'%>(WQ!;KJ5A.0%W!-I9P,V% M8YD6/&_-%NWK4ZW-];\JZ=FX:X_$2C>GTN#%HD[42,+98RC%#>2WO =H R>F M8^+55J)$&9_2&9_2EG]/Z-#.%^9U:G0&V@.[UR8LC&9'E02%\0Y0&+O=+5=; MR*8-WU+(=O4FYJ1C!0Z"T NH%WN/,J6#MC,]T76FG[9B9K?I[+(\B?8 YQ'D M#D'N-!MRA['/X*>8MN%9P:;#5FMPFLPX-2>^&9P8^:BQLR/ =DUK)8D7)J5_ MP'O7'FSRG?/"?<'H."? /P0YC.^"U(0W=4+XX)TI!)CJ M9@6W]_$W;OB\)#1\C9Y+&4 @^4)Z2=-Y"UL'NC*H!A:D]I3A\!W0@OJ*VGLW MM*"1HC6Z(ZFY:$%-I]R[HP4UG0 M0 L:*=U&D_#=T8*:3H!BM*"C.O0H=T&Y MB\;BYU#NHA6YB[,#W_047:)5'NT0#Y11Q4ZO?&>YIU7]9$Y;6E<9]L:G]]Z5 MX>BHKK0#YAEJQ\(2Y'L?EP,A\C8$G^.I5!QCO//&M!M:HA@7Z.(!2O)Q@=[. MD4B:KU%>B?)*C<54NJR\TA& /SH!_A#@SQM3@ 3X MJ +'E?=$9CH64;X-&@ HW.[CL08 L!MI1XW$L ;"&P% )+.9:D M!):21QL"2\DA#H&EE"%3^]O:""R%P%+.#Y92=S_\49TO)9RP-C6: /$48X]GA9Y;&ABW=&2(!$>53^'+N@AM#8IM%GKA['\GD$ _E M$VGNVK;[&B$A(, !_CQ#L)\0#2'-(?O7RG6(L"E?WV&6Z(&4Z!9$H136\\%4 MB"[4)SSSD"&W&G7:)IFMP[['(8EAL]N?"VMJ!>SV5I7FA&B<0F,1:4TYF-X7 MRQ>&U\8=84(2CB!1,H62P*?&3E",/>+-R"!\PFC;$L5-S<@B*$QD M8(F+TKF(S^?85P^.KD 4@-NC@>6R0DVB%*&WXJ_-!4O;6RG3*,2;2%D2J=,, M\-JQ$7; !0IYKQ8BD8HH0TBR:;K>3,"'OEK!0A 10A@3W[^%G)IR\(B FTL& M,1*J86[A)=J1- B3M*DRK4LBQ]S@+PP0Q##R!>-P[R+(+#*[Z%@>?S:\6932(2*F$!$8C#M"^$,B MP@L8Y+E>0$3+RSOOPJ.6!EAO%UQA>W#9"?B8@(\)^+@I52!9->;4Y'7Z.00$ M>'SZ-JU&@ 9=A ?1GM$)!'A,@,<$>$R QP1X7 4RC0"/"?"8 (^K>/4$>$R MQP1X7+\'0#F+,^UH)<2T'&K-H: C@GHF(".">B8 M@(X)Z+CNW2"@8P(Z;MTURAE1SN@<.2,",2X%8MP_ 8CQL*>(XI)DIBE##22V MI"GTGSP^WMY_NON_L-,FDX6:LMZ;?WU_>OAZ^XW=/SS=W=RRA\]U%V&GKS,/ M*"F+EOGFHWP92S/.X4%&QOU*Y_!]<$.'VLDS>H.^TNV-JI_#9Z9QTBJ,&N,R M;RM[RQT#MNG9\C&/CPK+"D+V$F'96Z*R=I(_"<)QB4R&_FL[>*HXAU5I12=F MXTHP_6=(\8;-G]32E0KBMB/6VSS >V2^ZU7$F>FQ*AFBI%:KN\X8<2A\;G,3 MS286NVYAO8COR_-]7?HVD7([+C8XJ(+H3Q-E$/%+>P^F#:K506CCG3*(2I%, M$QGQY(%9*S;Q:G;CW&'R:* ,]&&5,+DW5,9JN1*58VX[["JC4;GBGPN*9799 MZC)=&]J79NY+*9>S\?M27PA:_)7EROZ/X9,JFW]B-CK"%ZSH?33*3/9'2F]< MJ9AU/%+&W>S+Q96_S1MYI@SK!(L-WT2>M-(55R]Z(?^OBW^_P]0:V M#=-^-&(_'CW+P1S7O;&D+6G&ECQA:W_I]KNF5-90-1=5<]52S77%J$7'5'/I M)ZCF$M-@&UW*E1@ZGE',%<(FL[L[Q"DY]Y%.R56^G]257$ 2E*;TW._F[?DO M=< 2MV6GLX>2-F<#$;?(LFUPUT(XQM7: ^\ OL)U; D!PB) H:7Q%[SNN,SC MB"&$@T8DYM(^EJ]AFFO/,#<17N,N1%1B:H'E,^Z8+GS@60)%SBR/FPC)+-"D MS" ;GFBO!6)O%+KL?U!'&;;IX!!KD#C#&J3V8_?'U9\\XH<*/SQ)>".'8 SA M$:AIM8$)3:?$-S[G'H0:/)<6R:8"A(R5UX2*J'><8G)YM0Y3A' N>.7 .4E# M6B^=Y%KJI0TVM:=JZ7I)$T7>]1)'QI)RI,U7=\;MK2J*!]K72J9HR$2M9+H MD/$GA &W9<:S(3-I#_.O-:L)6,),HIAO!_CZF3/-V<2V0^#SM8\(ZNL AYVQ M&0XMRT->EP,A%\:+''+FP_>R)3?$('6<#^ID?649)ARG\F!-+)=EVU.1YO$Q M40F]NMY?\.\SQX&L2!"DA@"A?U[G#*H)[RE4&(WHRYK)%:OT&7_AMKORD<#^ MBIMB(&TFSU8A[#1&2_V*$V L)TV.LU-WY MY,#$1+<489][[I*]+BQSL:66S&Y$1"2RI9!-S/,3O(9FQ;-\F0A*,7X7,=U0 M5:;-49!(A3]!H,%.$6^FB71LJ%/8D;SHDEYT)W68IA!Y+J"7.=CG5\\* @B5 M1=Y9A'+A-,V4($\J67$#C\]M,8!RUZU*0:@Y)D%S]+C<05<9ZC5J%$VQ;A:& M\PSW-%8KVS)%$W)(/V+/HB!/LA,.<@WSP'L38*.S9 IRLI(W(-5$F%3KX25/ M9D@UY5>OUY5;MTYINNMPF,09CFA(M]1[673H1W48PG+ MVH%WNSYILW2AY88<="VM@CB8%CG\,&\ FP$T39M1WHCRF0,7-70+:DT;EA+A M]"/3,A*K=NNK=D5YU12U*0%=#PGQC;]8OFA_2NJ-[W$E!P0SH1)AOWV^5?&] MNZXTJ88,1\=U/LQ<\R^1/O11\0+U+I[!M48Q>!3JA.Q-K)J6PR6G/"O=Z#)C MAF(FW'-DH)DU#TNP.\R: ^4V'0KZ2IQL'=B6O3/[[ -ZI#I1-,_Q#.UP5(!& M#)AIC(DX&<0)Q8]H M$T+7@J)TTUTNK<"/*]'%Z7\L)R)H?+%@,:1ILDZV8V(MC0U0Z^\U!]=S2KHY MPZND0ZLJ67*V\BQ7R.,LFM@#/T>LA]TYB,' N&$NF+\V%]G:[,H05K*Z[-\" MJ7*NM1_V1U\TE E[ Y;)>Z"2'& UZ0FL)CT5JTFK!M6DCGKI0V.2FY>-3WX* MSZ4F,95>1GH=B2RQDPUS!F4%\XR'/-**7#O#$/! MW3%Y\>RZ,S8W,#;;EKF;)E_):1221?&VX#3.+(F-*"(YCV.W:U '+&H;N)=. M4;((LY0N9TD=K\)$^FA?5X'6\0-PQI?X%<*8)M A[ETE M 7NICKK::*Q_4UF X/DSAK5U6KI6OW;^BUTY02/UXV5 %_1:E,*>^#X0K&X\ MEXMHG;G]B2X-!GEA0Y4XN3E"9_0[0LL(&&;I$+E3>- 0+7JO ST=K 9KQ./O MWLFPX2? M_+A]1Q0EBDPR#+JEW57^%8(&\*SNCCF$GZ:X2!XSA0C6F0?N:;7 MA0O>G.MU\)>5X5T($$F_1=(L3@91#K#-_PEL5T"2?0KPRY1R6D%U/Y!QMA$P MDWN!(>0,/$[/Q W :W/+,1SQVRZ>NP!ISP>>0EF.9':OX6,?B,F7F?9HS_$B M?M*7 )91NBDUQ/*Y*'K@]*/*]8'2 M[[UA5/DX:PXHPW][BJ[OBR:Z3@T:J/?/6R;EE=T\?'V!K/X1MPTC]\-LS@/1GGX#ZCX4D8L-WJ?W)S<_LH M'+1[^/O[MUOX\>E!A(#GLP/#5I,0IX[G"W%B$N^E68)/W.3+*83KJM9A6E?3 MSJ?_VR)^[SZ-_?J,)SE@.P[8[]PS[!G[8L"#PHW) 7MW!ZR8B8H>6]YJ/XNQ MW[^K*Z/!ZG @IB:^>G\B3V^@J#4>-"$JE?7"V0_+Y.S1X[Y( L4,$3R%"GB MA<7GX2N8&7Z8S^'-WD&NHVBB>U[F]OAKE#V][.QI[XJSI_\]=6<;^&<1+.W_ M_7]02P,$% @ :HM05C35:^5:#@ +Z@ !@ !U86Q?,3(S,3(R,3!K M97@Q,#$P-2YH=&WM76USVK@6_GY_A6XRV^WN@,'&O(1T.^. TWJ6 -.<_MI M1]@B:&ML1C9)V%]_CR0@$ PEKS99-S,4)$N6'IVC\Z+CXT__;78:]O>NB4;1 MV$/=R[.6U4!'^4+AJM0H%)IV$WVU+UI(5XHJLAGV0QK1P,=>H6"VC]#1*(HF M]4+A]O96N2TI ;LNV+T"[THO>$$0$L6-W*//GW@)?!+L?O[/I__F\Z@9.-,Q M\2/D,((CXJ)I2/UK=.62\ ?*Y^=7-8+)C-'K482THE9"5P'[06^PK(]HY)'/ MBWX^%>3O3P5QDT^#P)U]_N32&T3=/XYH[41W:E77+9Y4L.Y62[6RJF%=U]RA MI@W*>O$O52W#, O00+8*HYE'_C@:4S\_(GP$=56O*&IE$IW>4C<:U=5B\9>C MM6LCO_;H8,]0. YCAO-H)O(#5CXOBWRFOR0_QF'JS^J\V'9,0M*#((J"<9W/>8)=%]8G[Y%A5"]!"4PN MP@./+)H, N82EH=)>G@2DOKBRZE+PXF'9W7JBZ&*1J?K-RC##6X(BZB#O3F M DM9/EHT6 .;KV(5 &L6 XZOD;8BSBR!"J5OR?7T( Y M#PID#W,"*)4F=T_!5M6UR=V2_!?3V3%2N)R/]72%Y#EE;-PIF!RM$-T>G-" MA@-&MW% \0$'Z \Y0-4 ='M$T)D "3:0,4QAMH4+WFI 7:6CG 5WJ%0M5A,> M2A]V6]@G<^C*0"-WM;V."8OMKF#W;L-K(:IIM MVSJWS":RVN>=WH5A6YTV^FKTT9EIMI'YOT;KL@FUY[W.!;*_FE#RU3JS;*AN M&)=]$\%7"R[NV%_11^LWU.[8"#HQ>Y;10D:["850>M6Y;#6A"6IT+KJF;=G6 M-[/U'6[3NSB_;"'K?"Y2H:QI]1NM3M]L*JAS8=GVMI'US&[+:$#ME06W-OK\ MEOT_^\J#17HT_;PHS"TC#X13U*L5[6=B!':!NEI+C" N?AA$=SF01]5W0.^IY?E%"4]-*)=0/IM$(76'G!V&HR>@- M>1]S:XQ D%P'L%P>5 8T1)4B_.U%;,F-NC\=_$V-ZZWNCT:!@Q5:U64=G!^1G<_8ZD$ M):,] B;"UXP087A]?)OUCC=2C,4PDB2ZWQ ,B#1+2$^BA43R8+4 /H)QH0E MBQ'V7;2I42>+C!Q+HK@H""W61T TA^>6>AX:$08_\#""N@%!C P)8T!<48!@ M&Z WU)UBSYLA#/R(/AS70).*E0IO!6<7LVB6))H" _54 ,D]!R!"09&1"$5 M>RG!B)(P!2@IJ($G- (9\P^G*<+&(9J&\)7Z !9L:W+9N:O$C9B9Q>4\OI1$Y+%+G<^N[(*3-]("6Z1^;01_I;ZJV(1$RLN88R M#ESB\0T]GZ$4@Q*FS&&@NF4TM(6[,O;*V"MCK]=!Y^.J>,]Q^1Z2C)9^2DN8 MK1O9T@Y9&(\):TA)KUW\P-YL[>)OS_UL8NT25J>Y)0(B+9-IF4S+9-HKR;1L M_\WVWZT^]'?@*YQODA-&;F@P#;G7VKVAW"&[/""(1I@[83W0Z]B,^PVY7I(" MVDSGCF$L]3J0SAE2^R"5H;.7-94T3IDLV*&+9S2\>7L%63Z8MDYP+8_ON.R0 M\H8?!JK54WDHM1 TRT(O\*_S801U7#0QXF%Q9#6BD_CKG6 \II$XX@#[>2G1 M G?J1&%N49"M4 SWN"1T&!TLCS\Y@-AU&0FWNQ_^[: ]0O%+2*E3E12NVWJ0 MM59=J,4N;!!,<'@=AD9$!%/":[QK8*BYT(3[SHBX4X^(\+\T GZ0\*9!GBOO MP;*+"_ 2 91\CT\AN2:^KPN!M[1S,X1B$ (%CF!GE-FT/[5IARP8*"C$47 CL+R M,22.JQ&4Z5=4M5A%-8WZZ%*:IG#;2ZVB!YK4.U"D,O_!;I4I V:G8V4SL!TV MZOO#E4P7C[? ,J[;R75AQG>QT "W9;C$6VX;?O,,J.W6R,/@H?LX&>H[WE38 M*#3*,-R*(?Y!LJ"!Q[H-4Q_ W9 MFD%NGDZI>-\$#\+ FT:;31+/^K,MNTD77Q.D;H5FA3 =H$3"$LJ2=]8QK?87 MU.UUNCW+M(W>][CT2O)SQ!:CF\#D\@-&\(^\>+J_CKU;/ N/'ITS<"6_&QU# MIW]I:GDEQ=O#LC6RXLG:GI3EK;:6Y>WY6T@IC5N(#$Q;<4%\:>9&C(@\*D5HK:K43'4$] MST#L+I+5W,\-76#>3SC/WR(CD46*8!F]&0Q@3Y0!FC%.[XU!\*<=EZ-<=81# M"P?Z@'*)=*S':@ +,>:N%SZ(8,(O#=C"N[ 6>>]@WP\BGL (BZG(,=V. @\: MLAS_,<$LVOM\*B%N*!\,-_2GPR%U*%_CQNHZ?C@NGYRFT8.1YE/3]Q5_QID_ ME(\1R4"/%?+@T=M^A*D?>U+&=XM%/[]F?K MT8 M=&-P"1* ' "HR)UO^!]08H,.]P-&R$/W_(K B!9=DM#DI,>QWDTU^*<((,] M[IEB$, BER!G=5 LIA'G^O'$(Q' .)Q"#;]D2'WL<<A*1*Y6 4HB^=;V:O MS?UT+>/J,-8TQ=J$_=7J(^-+SS0OS+:-KJQ6BR>NM]JVV>OV3)Z/_K+=-'LB MN;V$'HK.OHOD^+ ?=0Y%]_[MF&;_,>5T?\*JV-WVCETJ?050\GQO/IFUX;K M#%MY[X1?(<;4[/ \_,KK=%L_@?][I MB](:/P(KU]QP^O79?2&>N0:2L3 M5P<[=P,J";SSJ*&)3;X9FP92%N8WQRG'%OTKLK5\/5BXI-;WRRQ-> M#Z:JBE[<7OW4UX/5*GMW&_MZL,KS7KJ5C()IHOFY.G\;DM&^/U-?F>:#TVQ5 MER^3VSGUQ9O1'O,VM=3#=383KXE9PRA^2G/N682'*%5@"10&'G718I@',^L/ MQWKU-!2?R +Y@%H*^I--8<=D^U!+^=]*+584/I5<#IA:#)@"\\D,E*+\.7:B M31+9>$7=;JFTO>X-@[?2)>CW#>KZZ8O>5F,_LCBOM,9YK7G@RHJ>P+M<@;>* M$J)'*VM%12_57EY9JRJEBO8*RAKB_Y>4:C75FVR#N^S,IG#\"0=A$]D=8:>E M0($[" B;."*OI\T=!@0+)Y@Z=X*]G3IW*.P7+Z(NVY9@/JO7LMIF/X>L=D/) M&"]Y(^H@ %BUI[X0ACT7M3!,%#K>AX8J&0T]Q[1Z(R)R^-^KAC_R8PZ>7N<; M=0CJ,A(*KZ7T88XH&:+SI6.WPZ/4XJSU%S/%LKK,?'UQ\[7TWLU7/B/J@E%9 M.]&=6M5UBR<5K+O54JVL:EC7-7>H:8.R7OQ+56M+^_#I1J]X@WCZ#-Y=?/(H M3MI& T]K]=:4Y^$\]^=)VQ+3FR>D#0ES]NG$Z"'249? MF7W2<>;U7#_;=0BT9MZ]ZIUBCILDDS_D M/,ET24G.Q4-0%SQSS?Y&X2N@$VJE3W&%>,/<41SE?XL_ ;"X5#(L/4 MCA]HH1DIO24IF<.AR!U,HUE&.QGM/(IV6E"2[3OOBW;^]:;;P5C^+T6VDCPR MNG[G=!U#-OM94#LBY5YV8SR(X[!5!GQ.D.%;&XT98AEB&6(98AEB!X+8:ZAE M:8Q1S:,5%)$)> M5LQ^Y.(()VTII3/1Q4]C4+37BD!)=Z3)^\I^6Q@$[@S^&T5C[_/_ 5!+ P04 M " !JBU!6=P\;&ML0 "D\P & '5A;%\Q,C,Q,C(Q,&ME>#$P,3 V M+FAT;>U=:W/;.++]?G\%UJF;C:LI,J198GJO6K;&6RLU^F(!*2,*%( M+0A9T?WUMP%2MAXD13NV22E(*HG#!P@>-+I/-QK-TW^<77?Z?]YTT9A/''3S M]?-%KX..BJ72MW*G5#KKGZ$O_=BIU3J7AVAHS'GTU:I M-)_/M7E9\]BHU+\MB:8J);+A@=C3DR=;.,OGGL.[W'P7E.N4,^+=LY M+07_/RW)AYP./'OQZ=2F]XC:'X]H:B3Q@=!A?Z]/](RQ /E_^=!SVJ0SL.=LPDK0N<K*1\B;3B:8C0"1 M@<>Y-VE5H3_WA'%J82=\<8E!<#K$J=G4&DT)%6?PQUX^.$11DZ=*W-X^5Z]H M]6HM]C2\7NRYI&;-LJ97*JF:+E8\>L,/6]Q'S9JY=# =W M*'^=3+%M@S"W=&1,^5$(.YV,$'8XR.($CPC6_IZ.H"5F;1P(F@Y'M&).?SP' M=*-1G?YXD.?E>S[G%: #XB5.5H3;(<.M+@1/7[YJA-@W=/%[7>S;C&(G1MCK M6G5#VBN1TMX?$_39(T)U=+P)O-WB=, ^W6C7&AS^@U00-_: M"#4;AEDIFB:<6IL=CV->DN*^-FN""P?BY,:,>M 5:^-4@^Z'(!8%8JUR;?KZ M*B$:I$[WMM_N7:'>6?>JWSOO=<]0[^K\^O:RW>]=7Z$O[3OTN=N]0MU_=RZ^ MGL'9\]OK2]3_TH4C7WJ?>WTXW6E_O>LB^+$'%U_WOZ /O6-T==U'T$CWMM>^ M0.VK,S@(1[]=?[TX@UM0Y_KRIMOO]7M_="_^A,?<7IY_O4"]\]#*P+&SWEWG MXOJN>Z:AZ\M>OQ_7L]ONS46[ V>_]>#1[3OQR+M_W6D1ZBUFH#:N>.LA^-J^ M*%ZTA=#IE;K9W"5$W)N"P*P_JM^V:6R^C.F_$Q M^@;*BS!TQN@]23DKC49VDW ,^G+D 98.G/2HCU!-A]\HC2R8E4UU4C?7M?+? M,Y_3X2(X1%T;*%&K*"[*Z'7O9H._B<7?OZLV3MZ_,VIZQ-_U1OWA[5?[N&V5 M0O/Q5IW_[;??4LU05IP3B\W:CKZ$#6B;T5^A41%=/&=\3:=B@;]& T(GQ/B(F K 53K ME"5;S(*^9 L0=FT4:72RA:8#T]>;$)8M.(PXF MQX1ZZ]&SB/&I/3)G%\%"H MV>9)*DNRQ4M3J:P,[:;Y/%U4:1C5?.HB,Q^Z*%1!8N8MQ3R]I(F[#E+:RL^3 M-K/2J.13VLI[+6WH@PA( 8\$BN\LX Z@+PR,!-PQ!B)#781]Q,9ZJ++H+>Y&+L@5M"%VQ?JAY_-ITZX0P5\A Q3X&"<(!F\IYR"X&&9":+DGPD"C-=O,QYCG/GZ3!9AH3OE8SHQ] MB'!E@A HU??O*O43T" *HSB,_%6;TQ8+;F Z#.#4CC!#3^0:H"+ ML-WF1C0.VKH]&\&-R"B(]743;%_?0^"N 37R'YH4JL&HGT1SVE]^D*02] !O MIO")PD8''IA1B DZ@")44Q:,SC/7R?WELEO018:80BM;1WB-(P&+I/0EC M2!M6,S9B*[FP<",%+1Y*UV;- MV<3R&!8YPBVI5<5]&0R8FB9 M8BE/' &,3WV)T '0O7&9<)8M&@,886;+2)42N&B(P K)C+PG M9)B-%GD6&EN(#/LZ-I3"UNL!!).*)X\'V)B6FD7$85TWAW7$85RP: M+Q1**>+!"J,D29*+"T//<;RY1&LR1^SXW1Y^P=# M^@=Y(OVZN63]RFA$+[DJ7)+(F3TC*JMA!UB9;XE0QB97B>;WA4WK7*NW[V3JCYF%ICD=COS7WDS^#GA 1_3X$8O5@CX!.@4=^? M8= L>^)XSX_&W;"0+9%5 M9KW<3=R>VIR4E%':(BY*$;,5&H\(,E)RQ\V4%0NX(&$9%J)C/K"!7-UB3VHW[=,]<99KNA,C%?,9DP$)%H&/S97S/HC)-3444=T84*4@2E\(T MHO?$15./0C=$SCP\1\U#M3'^9W'R1=:C"+:ZZ ,]5BA%SD*/ 3CT>%G:+*AQ M)?:VJ93V'5M]9FS)%_J$3="'Z+(K9E!VY;@@KG0+#WRL@+ EI9,1[ /* V=1 M0!.\D -!?+Y2HV7*O'MJ*W48G2FR GNPYVK%E59(K2 5"I2L+B!D485DM\>*1 JA%/G66+G* M"37D%#KQ+O(J<5YRYI5B77P,Z"GDHCFT3\1&5 88K6\@_)RP@5"M#T>M#Q\$ MFWRCKPN\R.)C3A5BKJFNXKJ*Z[Y*M:GX9',%64K.HH"*D*W9U Y6TX@U=D5F M*YK.!J+\N5"MOB IC S%UG@U/1.\!X5+M(NN%FB3R,*JCG(]3@)_0&$5(4M4 MU<]**H&'"/B5"IVD,-@>EB\V(\L79^(M[JA2+!( U%+3S[U#7WP03#!57S*O MN$^"!>9"?*-F$:2IH"D\S[/5]N]X&J*T8ZK:BS(/2IG975#!I!3?PZ3NS)OY M, N]NJ0; MJ$J"IX!.H9.P3/:TS^^I;/#8(+7Z E]B/I0J-!\-S,/ZCHH+_A6,'>:LQ4]V/SX[^;*V? MC/1:;3_031FGVV,#(Q$N%&>;;R-"1^DJ@RK*L/[,R$2 MJPR;NPR,JC*\Q$-5&7Y"E>'\\<'ZWL06VKX/< DKM:^>5EZH9_>'1:9\,UJV MY8]?>1H2MNZF7=0K#:,JC)[1T,U&LX+@/.6BL')8-?EQ<- E%NWX8;U@6;@( M,?%T7]();P"0A/LCUH(&,4$!MD):5C^'#G=8T 8<#T1%+(%MK3D/0)(FR]U1 M08*1R#0*%LO6LKP[&YF>T90)>4:', 2N@Q: ^S+W0WY"OZ7!R1CIP%EAS+B3Z!*RTA M%N+?Q"V0)S-G 5:>#/F%Y[(E#@> M@"I]\/T8#(%P/!P\]4EK^<.)3?VI@QR)N>0_%JAE;1JX)_=.^>G1 5MYX M@]X;%2GLR2CH2-9=3T"NO-?(?5Z\?U=MG*S!%?UVX9Q:AE6T.DP4Y'L.M=&R MF_L(@/1G??DWZH&N1Q<:^A>;D1%A:62HJF3H4X_[SQ6BPY"A-KP-<\D":$_Q M'%M\6W!*TM*\0$A Q4153/0P8Z)E%1-5,=&7C(FNQ0::@9U^4R>A7M5JNODL M)Z&F52OIV/S3'(ARX^5=C[JIF?K+-UO3RK4G.30;DEHSMZA9,YF:)3.RW2QN MN_F](C&=3O=&:K K^//[;1=^[%_+2$<*8I>$TFZ_ZY4'9K_I]1GF))E?UP[= M23LC%ID,"$.&64"F;IHO+)';7IQ2%0FL)Y+J[+N2V.\(V*XXSL&KB-4XSN^$ M8<=&%QA>%!I^E3A.(KC"6TY$5LV MX]"_Q M#3?L>3$O%==2<:W#C&M5?MVXEGA7:G\\HLUAI4D:9;MI8URQ;-RP:L; &AIZ M12?8,.M_U8R'V-#S@V'-LM"<*A2V"L^*0$F3Q[F4 ZVY M\Z,!F2520$\T/9BJ3PV2UK5&L_KB84>CH=6:\:>?W6Q%,YKFBS=;+FO-QLLW M:S2U>B5=C'E'P&U;R,$(P.^34+(D.8Y:!U[SI)[$SX/)'LO07U8%&*EF6H^3 MBB$*A%Y^Z'(@.L\641?742"DFA],J&T[)"-,5Z?SSV0;'BAH.Z-D M"C0%VN& ]AH&=P]0C5YE^4574E:CA&(+E5I9.?B5%6,?H\%OOK)2>/8"_AGSB?/I_P%0 M2P,$% @ :HM05C9PMV@X$ V[, !< !U86Q?,3(S,3(R,3!K97@Q M,#,U+FAT;>U=6W/B.!9^WU^A3=?V]DR!P8:$2WJZBH#3H99 %LADYFE+V *T M8RR/+)JPOWZ/9$,, 9KT$.P03]<0L'4].I?O2$?2Y[\W.O7^[W""H=\693S.1?\ M_IQ3E7P>,'O^Y;--OR%J_W)&"P6K4K&-DEW1AT5<+E8,7![H^GF^='%>RI?+ M_RF4H94Y2!]D\L7<(;^<3:B;'1/9@&JEI%4,3US.J"W&53V?_\?9:E+,1Y!Z MP(1@D^H%I/2P;4.?L@X9BFI!/A'D462Q0T=N5?4*2A@RH$%8A,4:;=1LF.U^\[II-E"S?=WIWM;ZS4X;W=1ZZ,HTV\C\K=ZZ;\#;ZV[G M%O5O3'ART[QJ]N%UO7;?,Q%\;4+B3O\&?6K^A-J=/H)"S&ZSUD*U=@,>PM.' MSGVK 5E0O7-[9_:;_>:O9NMWJ*9[>WW?0LWK4$C@6:/9J[=>JU>'M0Q.JKO5DE;U_];15VN\: 0M8G/!7YY=G Z#XI79KMAOP?Q\H MIJ'"/ARSTEZ01O[EQ;F.W2'KMGKU^2HU@KG^6PEGX>A[]9A M6"'9UZYI2IJ<*#5LI92QC]@0]8@GR&1 .-(SH(CUTHGV>4#$C!#W1'M7:W:O M[GNHI]6T=\UBE&@L7=75PW^#V8[ MN@(?4Q_5 S:"EBV&=@J)!@28Q(\E@K-M5&7^$)IMR>M/N76&/N0;,0)4;E# M78!JE ^F?B@U*ON]2U5FRF43?!@)U]+0IS'AA+IX""R".!D2SB$1U XJ5,B& M??Q0-HS\Y8*,<>"^)6V.TXC-HZ3HH%_^A( F2J" 3-0-" 6VID&LP-24I:DQ M##28*ZHOQR.JQ3((HU?NBRJQ2@4PN+5'[WQFT8\?C$+A4@1_D(%*9AP\4T,BOW>)-QT ">3O M:_ "+9)!8_Q-9J#"!X8?078UEFPXI!9D9E: (,!URT"#H8H[!N.,3.@,@6&> M,7 D72BFH .WHBL'CUQL9<+2OR-/) GBU"..0W@29"D3**9-)D**B,6XQSB6 M//BR4>])/1E()3S&'$8KU'[JC4H'2H53"Z^P@\>I:U$/.\NJ2<@7_@IC% JH MQZ9BC!ZP]0?4W^#T&]11'T.!(P8=<*#/#!3%11[^0>6:E/NWP!M7TWDR6&,O MC/"#YCY60 2N-#!YS^S??/QP7KX\653S<&-VS1I(L^1LQ59* M"H&M,5$-YT3*JJLJQ$%;,VC";+",TH!PY$\]SU$9X?>0LPD20%*%Y>1?4 A1 M#6!!4X*"DR#YRSXG0/H#NX#>L6R 42((RR$)#(3D-F01+C!U$3#/9&GKGJ _ M<*5/!!HR#FP>,-K!M&@\=&IW'C)RZ9B:NBZTVIU'GJ; M%>D^'+%SJCND2_"(@K2[HIJ5B6+B&CT^R5Q;$\A+&C3,ZR8@MV:GW?M+]-U+ M=%]0T+&'I8X]Y69);!I(YM2'KX$ *KEVF4!,VH\9!?-%'CU.?-^9(YL,H31I M -7^VD.P!]+,Z64@)3Q"0'LZX[ ZO@^=#ABC536B!+0$.K#[Z =H54)6K)4 MK9&G;+BB<"-O%*X.7ZIW,\9MI7/ %Z0.^(;@$H*B"6!L,%L1[<%VQ;,RDN?% M/41.)CH8DR1&FHVD27.K^:O9_1WUZC=FX[YE'MKXOJ'!"9IA$RMT/JM*&F0J M-)V7@#%V[*$L2W7O,?8(24FKUTJ66HS78[&4YNK7_)) F8S=LQEOB(8#EM2UC4%MCP6!,!5.7$ MU'PC6P/"PDBP_%,6//"9,Q7;LQQVV?9@PU39SW_KZZ7\1=XH*G6B@[_SXD77 ME8R11=S%<_,WLWXO/>6/'_2+_.7SS]IM(:LGGE(K:YC0N4+Y9R5-&+)THHJUE=T\^_7V%>BV^&Y]_W MG?[V:917Z.")4W27REHJ 7 M,:ET>H)ZN,$\Q.#';-AW<47$Y)^T?4@"MMK&,CM>'>ISUS ?8C5E"_**+>); M 9]CB?I!O>4:I]AY7?/_.DYC[!*V<0HT;M6[89WSM64QV5[_V9=B4CS[8#A: M9K]O=I]VI>V_4^]$HD?N,,EJTE%^,^3,Q7H\8CBOB+F:#R%B M$3Q"J JGI)R(8-L!)YZ#+7BM8AY77'KTYY0)%:OR*%XE!#7!U-[MDI]>?Q5+ MO2&P_ )(?.1HLM@)HW1"7 @S65P=(LQD\$EB+/OY&[#LQ7>,O79-!)QOCBI+ M%'X.P\WVG,](%GV?A0/$QW_G):U0B$]):+I&$Z,H+A:+>P(/'"*A[!(.HUT( MN+C<'AU=U8L@8KF9;V\\'%3^^IM-5O@@1D,1E_&$7 &IEX$F' 14:C8'>SZI M+KYQ%Q6%T@*:B W+"?OZN6-:*Q7L\+9&NT4;?,:4 /YS*$V6G!/^%XP;^/K<&RJAO>(]-4AED6NDS:@ZMGV MX36@7\\FC(.'2_S@](_BUHA=+W66-" M;=LA,6FRJ-NSO] L MRVDVD_L=HP#COD:F$$UK46\Q)"O,/0["\SYXE15;%D M3IFPN#W5U%M?Q^(7>>TB1H==8O$$@G$/"F/RY!K 6W+;(6)N&C&W<=^"/(G$ MM5,2;:T^$PW*%(JWW*DCZ$2>K.(M?3WP\_9T_#+AUM@!69S (%W! 0D+3QDW M9=R#5'_PXV=^P#@5M$HE9N.4,.M40RX4'545Q8@^L$-ML&7*"/OAG(^?KGJ^ M"OY*=QR]L1U'1N(IE>XX>LF.HY)QJ."QH?KO:,8>]/@V/FTS,98XQ8)"\,II M*1$S$!H!-H!N2V3YEA!-[,3?^-NPKA;O&&; MX?N*HGG2GP7 ^H5/E/YTI 77]0#$@Z^])ICJKQ^!>#@4<&0#*3GP, %NVU;: MW^J*_=NR1<>BRD5B)B>V![SI^7>DVS::#CV_T798\K1T=?[M!NN1"8_TE;GL M\"COU?,%,]$C$EV&AE.NCO@=,FX1>10O&0Z)M>\QA.]&9$IO061B"1*-'83I MFOX)$-A6"*:_,0R6&!)O@Q0O/9[A=8ZV^%&T=C10IO^4%)UA&%K>6"Q2)]"E MC'W12NH#YCIS!!I%'4$?*HS@A'$PC6CJI4=_;C_.^,EI.RLI>$ U@ M7E^;]3[J7,LK7U'MUFPW9%! [$NTR8H8Z*]$ "QW/]GR@1W=%"F7JJ#1,E5X M%ZG'V3>J+JU6,3;DT2)><&VP1RPZE/OGG?FR")EI,%\$VLCX>^I.U2$]PRD\ M"")MU$Y"%6HC7V#+8MR6D3V!YI41"8S3$76Q$]Q)JJ'^VDVG4X]PG]A$7L ] MAR:2;Y1-?:0"B'V!U2Y%/P/U3R94J#NY,S*^AQ-YBRK\5/'&/IJ-L? 9 =V> M@>_!?=^,0[60=L:I #IDD-J)]$0=?SKXKVSY!*MXBV=!1MOU8;K5Z8UM=?J! M(V73K4[)VNIT>L%?5PQTI(>YH%+[288'!83%YLN@00%#6P5H"GGS(74%&8%Z MRR"7N5 _Z#UUM)8L[=F51YE%L20P ;[2F,_OC^+K)&AZK MRYX)J/=,>%_]ML:"01HQ:)/DZ ;"=@.'B,.KB0+)]9ZO>;7MHH7?4>1HFNX*1 * M@I06]=7/2"[9F#P2:RHB_D$(5:2W 6H<&-LG\H0P\'%:MVOH1"XRXGHC)H, 7\!,_5A?+1PH/D@HV"^:.( MR\5W=R:=&#N5B;$?V&QWHA-CLNO4_N6,%@I6I6(; M);NB#XNX7*P8N#S0]?-\Z>*\E"^7_U/4S_[Z;)I>*"1S.NUP.D:79_WN,<+- M-GIH]F$<>^CAQNR:G>O,^F3,#*N]C4JG4Q?L0W2#<+#;<4XP1T/*?5#N X!. MBVG_@V.@%V9+N.:.:VEU@P"_L,V[R)VDH;B:JYTTVZ^S+)8N??6)OA*.'1NU ML T>+';?0.>:PM_9N_UZE!3I,!6*!)R"?J4607><^-0.;*TT._4Q)4-T#2C2 MM2AV4& 5H_W&^_("^;TB+OOXP2B4+@4X(:B'P59ES<>I M)Q\:EWS^!KK[/8G^T3XF1<9[Q*6,KPEX!M6A0(XMX1^,6P\',RP%?=)#6$_- M 4L\D8[E>^4&S)[#G[&8.%_^#U!+ P04 " !JBU!6@/:1T,8C #T*P( M%P '5A;%\Q,C,Q,C(Q,&ME>#$P-3DN:'1M[5UK4]M(L_Y^?L6<;)T-O&6$ M+V #R:;*"T[BLP0H<#;O?GIK+(WQ;&1)JPN.SZ\_W3.2+=LCVY $"^A-;0*Z MCI[I>_?TO/WOL\O3WE]7'3:,1RZ[^OS[>?>4O=K;W__2.-W?/^N=L8^]3^?L MP*K66"_D7B1CZ7O^S,MY.1\&)FAX+'PF%))+U;]L41T5>VMY=> M=>H'DU#>#F-6K]8;[(L??I5W7)^/9>R*=]ESWN[KW]_NJY>\[?O.Y-U;1]XQ MZ?SV2G(NCIJ']5KUT.D?M%J#HT'?KG'A]%OUAJCQP7\:1S#*?;A>WQ3%$U?\ M]FHDO;VAP &)$(YT!=& M\O\$O!%>KGX=ZQ&UX#FN],1TA&I(G6]#V9O8UYWQ79 MH/I^Z(AP#\;F\B 2)]D/;QP9!2Z?G$A/O4'=]&;$PUL I._'L3\Z.83AW(DP MEC9WT^]6$.C3,YBLJH8J#N%_)WMS>MI2I_9C9_E]5X-06/VU]O0S_QG+UT<@?JOS%)H+QS0CTYG]* 1?'L0ZD>MX-N4GK/O M?,@GU(-O^!%O[[;N>,=2_>7UY_:O>ZEQ?L8_N&_=[I7+#.OT_//Y_!V??7EY]8[V,'CGSL M_M[MP>G3]N>;#H,?NW#Q9>\CV^GNLHO+'H.'=*Z[[7/6OCB#@W#TR^7G\S.X MA9U>?KKJ]+J][I^=\[_@-=>?WG\^9]WWJ3*!8V?=F]/SRYO.F<4N/W5[O:*1 M77>NSMNG79*]AN(WJUH;[V9.H=MLRQ',1^^B[2,A1A74]VV(&S5&"4>K!%8SM M'7)Z2<9=;S38C9_$0_8%1*P(V5DH[\0RJF;!4CO:&EF<#D&LW_H ]#EK5N'/ MIF0\+PE;]7FE\7<2Q7(PT8>DYX#%=K+7VAZSWB3]OX4=__K+X=&;7W^I-:N& MOT]!QW'I32G'([3CA+OL$RE6$T3V( M^\V"R'Y:Q',M!B(4GBU6D@_(+#OD@YA]$)X( ::>"$<1:]^&0J#'$K&=>"B, MU/7C/\3L*[0_]-K1[B,-P8PE]QPPB\'Q3$)[R".1QP=X3PP&P*:,1\P?,(3+ M 6>1#0%^^'WK^!D&O5TT^R(>"^&Q9;-XJSCMZ+&4@-( "-\3S _9R \%$M5J M.ZC"\#:C%<)V!+>'E:T">PJ2T1^!>;%M8#%P (P*-HX[*0DTBD%+])&:> M#[,A!O !^VTV#A=6MH-.7B^.%\1'PDV$MQ3+)\XT)TIK8<1"B()LV[)HT-N&9OBVPS^ZX24?5B MD#2#T!&V'W),)YW T(0RKK;, :L&QC*/;IL,NI9NGZ*P[WHH=R()4"O4T2XO M(1UO73IK;\0'H6FV^%\Z/CFEK_C6K)8J2NNHV(?"LT 'Y<(/F7DQ=;?P-FUK MZ"F)=#@1K0M\FM*5%2:^V2) >M;O 1)WI/Y5!3.,0U,V[_0]6H$&V>!HSDV> MP@JI_.+!V0$BCI(<2;V.D X'\C;1HM88.T:PF6#+9+Z3)\4*>DUCI#WX=XI?3OE@?'-9 ME55 E=EN@B8X@;U*A2!0H*%!YTY89 ^%D[@X 7X(KJXK[T0X84X2(HRHY<^R M8U?P6M_)O%T1PE3!PT @+(?V"'X#_.VI="AT;M(;CNI6%=.'@:_+$$]"X7*, MHQ96Y:7N4'5V"^]'OIO$Q;=L5$[2L!N\'^-[ MS)'4WR\[W8L/JX*Y/V((ZHDG,@8WU]Y@4+_^5_RO3O&_9Q[_8VN+R*:46^* WR#SJ="X0JL59%3D M>TR2B60TD0 E@$:#Q/M@GHIOF,[2=B4A9K+I"995MK;R1V:ABS05%\.[6*#= MF5#\DTCT7/J3^1 2 6L,S0-^'F&TD9^M8QH$D[9(PS%]P1R,@BE%J<-@HJ)*0OPD9JX<@:^( MAEX%I&$DXT3G'\<8Q=:&NAG TU3+D\Y=9/4C.TZ\0OZ[G5T+'%// 2G!" MQB2[AB)7C$@0%:SP\:=Y (+( !%&(70AZUB">:\*?\<2C/R^8(G'57&J<,!T M>^^'J6WF2X=C] .0=?RD'VL>G8MW9/4KMWI=LHPGV>):T!3BUE>%1G) $712 M"?='QVA?$%(/6,BQ(HV[I:QM@XH+'F/2R[U69VK5O":V7JD>'!'9H>SK]9%M MK'9R!9F"!4FO]8N8S?586+!VN%0$=J /EKA.B^]NL<9I7F(VK>8QXM N:!+R MTJESQM$[LS)Z+%FZXZ'D,!ZPO3UXU1W(1)5(!!N:APXPNUKG-?(=X:(P #+4 M*VXJ;#R48"(M-"*9=QE'?,*XK2HP:%8*$^4O2VCTRR0TJC42&N0ETK+$1PXK M\IC9W%,!(%PUBT$52'"MU']I&06! M5)3 )G36ENNKQZ<<2%"1M?F0ME4[?;*=UM//)D;4K&X09'L?@XA:$R[9$0MM MLXNZ3A6J5IHJ8G4*RZ[[9KM,8=E9+F M.;*J=<3AL,83:/QQRL:1PK[OZ[7&X9[S<%9NF%BY M46Y6'I:/E;\L;$RG=I,@DB6&OG=ZG>+PFUHP1V]4M(4(:B5>GJ,ZXZ>5L(31 M?5;RII?15A7FK2KJZ\P.VJJBP&RCK2IHJXK[//^@P+O>D@&^:EW%-%/QZR]' M]5H!G;]TE8-[@D4)YHC2G;X()-,R 1%CE!4\*][W[\AX,8)$_+8)2HL;QR// MT>:[FW+>BMWE[*>6!D4?K8(-T00/,GL-M$$>MGNN.I!OVE8U0 MU!"W-_GJ]5F)WZ)P+6.@H11X\0BDJNOZXVBN3]*&8VF'DKO?.8+OZ%2WKFO9 MUI7F@<5+DQ>H6 MZ[RGM'D#Q*[D\9X!&N5(#*N+S%GJ;8.S-I$5EKTAP4("_OQ MS"5J6N9<5]E26SDZ^ F9N\=+T/7+DZ!#%*X%/.I..-^S@5=YP+7+ RYE/]=D M/PF7E9Z)]"AZ5&#-TM,M_MB!5:,H;4$]=0EK(DN! M# FA F"NA=H"3SG<[=G.FA3M7X'9+!(X],<"@**08.'KGX<3YY3'BI HSG>O (3GQ[CJ%U<:J+;W2%\# M/Q2W/OQ687) >)HE^_-P\VY+X^8I'R_K1Q3QKZH5D>WR4,83HL$5.0[5OTFU MU4FS'1&F.^ P0',[A)^;N.9*[208)?V_*T<4+.L50EPA25)/?-J: 3( M\YG+8R7]J :G "O1;@]0=P!NX!A9SRNKY\HO9)BO!9^GC:N2P"S3(*7*D:"J:;Y\HHEXQG M7;6@'(8D\>4Y>>'(*( WIT\E9Z>0![ =)PA;G &#N 7L0A'Y+O7:*\ /*>N* M T'"0VD+]>>=B1V6R\UGB*V*;6A4T*8&3"3 MGI+IX@XIC%+/&Q&6'P)MW1%IK0LO92J1QXK&8G@ZD=@F)$80&>._W^$C;LDE M/#1V"]^*1[BF*7C;R1(TI630$O"L!\R303)5QPAR/R:-:Y?2I_ MEV4_":K"Y98I2D!/5$=<@!,Z?,1Q*\-TA RM\[Y7S-*XG'DG3?R!#D:]AY([ M*UYCF#.4WBX%739R7 @9<_R.<%EA,UF,K=H54&7R"4 3RZDT,@\"=T)"?UWP MB= Q"NVY\DR2X<5.2\X71O.!EK"M,K1 8I^+& N&VEG:ZGO"(UN*AC2?3-3N MU \#/"S8Y=@38324 3L=J=I\&*8S<-0ZO4',5:Q8YB*3R_?+"MZ M7.KL4[.OK.W0]FM MMY)MT4!;"!3$LDF2D23[B<4GE$5ZWF+>N%G,MNN"S=[[MKG!$+]1 D;'CZ(D MO)-WF$:$.97Q))4K?<'Z""3V0MA &-%ZU4VD>C^A4$-A5=RT+\=K-G"%(*0* MD4KCO(2/2;OU"F4:X;62GG2\CT"B1@,/6'%"Z!C024VG)6E$8!45QOLQ=:N_ M'RTY24@E@$5)AHB)?Q*@*'!(_)"!LT*]\U8;3YUOMIO@BI-!Z(^HZ+V0LH(D MC!+N*5=WVMBJK@RHEEJMXP_6EIH6[_!S>"I-8"*<:O&)L,ULDGBU+ MB4/X*FZKNCJT+K[! *((>\UBC^<8>\>&XI:'#NB#2/?,FLRJ(+.YPUK(D(>J MA \O:'_HM7%(5TEH#WDD9G'5RFP-Z+2H'W9/W3\D]2W6VQ)'3R!-=;M(SK M+E;Z\3GI@+9''M2:!'QNJ3FINR*02+\5Z3?= MQ#<4MI !-:@M0LG0HF!^ZQ-"S<1VU,QA Y*B3'R1)5FT8/_I69C'9&'>T\)\ MZ=3/!,_''TM(/MN'B$IU-BBO6(YQOW1KQ=Q&I!2!W-U[*+UW;V/>=\6L34\( MLAKGSN5!)$ZR'][@1GPNGYQ(3[U/W?2@=B+5JE75[4SB$/YWLC>GIRUU:C]V MEL\='%G'U>+35:M6>.X'/79?#5D/&Y") N[]]JKQ:@$\I0BK%L#!5'J-93.> MGD=U9CJ=*M*3>O"-U>;5'3YR$5L-ZWP+F3E=W#BR6H?!8F.6NCJX%0MFE6&0 M;PA3(H%R+ULFHY^'DX:>HA]+.[KQSA)G^D'I:" /Z.;LEG46*P;M!S$DPW\; M5JNUGC>WA>XRAC\9NN=/L 5DN:\TX%/R'G']!_9- DQ1X<^"4;J3?0F%[_:M MWWPYXUS!S3'A9:Q72V(L*^9+O;-,W5GS&TX1FBM\B1]8++1U3&O5)Q#$FBJD M4@2Q'FMJ;F8YP(6%S:IUD_;_IZR]$^V6LC]AJ3B7DA<4>?OAU7CI9=2#V=R# M^6!#V?PHWT,]F.\!"_5@+GL/YB=@7];(OBRI?9FY?11O6%O.0? 8X7%$9(>R MKWNE3T,*-R*\DS:\YH/P1,A=UE.>RZR^OWZP5U.%5FEG\$$2)Z$@TWP%TG-] MA\B+(9Y]."69]G0DI Q(I16ASRG85R=CK*3&V)ENC\)Q@:[TD3E'H"MMDO)K M(WHHRH3G$%(KQ1AA8S:K>*P6V(RQXI\@,BTJG3*:6FY#0!6OOG72=3><(+IG M"/T)FE*-9V5*E>@;@)6>HX$W'VVCSM.KG7="ITC%9!O:14D_$O\D0-4N->LJ M6BI!N)B,7C_71BHM+B&@3 G8P^,W^97X!-3J14F$C1F;V:ZCV/F"4%KA93)' MN/(.?$QJ\/Y<^O#4#IZMI[3])3JE6-_X+!O5O:=:VC55HJE'.^*DT\R-4GC$ M!K[K^N,(3,FC[VEP41:F %ENW'2\5,*\=JCV,WO:\KR,+%5:1-5F@3WR0,P" M6[>B'O([05[:RD0@Y6T*T3&TZ?TN7Z1$"LVX#_.V)>V"0B-M]M*T&;H?U)+X MWD*I0BJN""_55;V/-H ?$41&B'#]+-'/,PH]'AI#CV6,,)*FI-#C0JF(]MO2 MK0IFE1%J7Z 24LG6:8'V=K]7^);0,:"3KD@SM->X#"UF.9#V,F$%,\&9Q8_F%OW'\TTLE]N2 MT=KBG[P2YM'4OWF_T3*J_R\\#+D73TCM/V>U_V*T_C@CYZ#TY+QUP4H*?S-3 MF5#)%\C$W'-XZ!@Y#==<$6JF\D;*E)$,>DB4?IG)P!%YB@$Q\P[#9;2(3T48 M]ELUZ]Z<%0[ MW#MO[]6.JO6CH^;U067-]:UF#:^OP]M;M2.\'EV2E?D>]VFH>5J^; M<(_KZDYIN $I3:N1!40H_$%EQ2!^>F/]5>W>?SH":0.K748M5.^CJ0\*-37% M#HH03$.;3@KEFO4E!%T..K)B[FW%D#C;0)P5EKV1$"LV&'*DE=](CPCMGH4Z MZ76TA9)Y"Z7##4-FC_(]M(72/6"A+92>_!9*CY9..'XRZ81V% %>:!]0(N$' M?Q1VL<#>_S+6U7,VW,'AJK3:SN1E8@,>S\>]?<'RP(F!B_L3)B1&-%C PWBB MEL;XB=[@-PBE'[)Q*.$Y'KX@2I,6>-*?W51AXILM@GC^2?@V_1HF87P2V4]$ M*@B&9?]>+./)K*\ZG$I+\!:>!0,(A1_>A2*X_4\BX2&JW6G,X>G<=2R+V.X2\D!1T:V"_8Z7(],W,T-7DF1"6Z"$OE>)14G%10'MS[8%)X>_JWP M;.#S#I_*BVG%7*Q6:"DA.OL"%$F9C,B_+2U@AKGRL.99PC3R$,X%8MZ M=/K02(D[?^S-/0&>RJASW,:NP/@A:M1;1\YDKH@CGRH/K@%?@JU2A]+3D M"!Y@PW18K#?42.F2B/2#4*RC= TE?%4V((5AS+]JO.';8Q%$S!,VO(J'$QQ_ M!@1.1\0'XC;!=^7E=<2T;X5SX"].0P4NL]U$[:GB]Y&:TKUI]&/!(8,9<;08 MUPI#>G\GGCX#SY5B4&%CC*=C<7CH@\;AL=BHZ+EJ50]S5I^22$>U)3NP=F"U MUK/O7N/0.BKBX'H-__P<#JXW@8-W^.Y/EHJ%[I!I0 M2OFX=(C*=4>#Z$R$B M<[CU$:2=PJJ=LRY2\2!,PB'C09$-&\R$*:FJ"HSI">"LJ1#Z["GITY9*AT45 M>*QM[0*)^LI*T8L6@87@&GC)5P_8?_'E6'$;)&$ U//1ALH4OP3<>FDPY=9 M&0AWDU1 A(P[X(+!M>%49)AC;7CMS(QY'8$EB,JRTB-N2\$ M2C%X=F+'>O H,@H1%%-!/HW J][-!B6Q";,V-^#4(ZMYN FG%FK:G\FG2M/N M],O#I\O66-VJJJC.5>@/@!9@%L'L:CN@)OQP>TRK@+L/TW)@T=C'O2N!7$%+ MAFEDF8-E%GIB8@Z9_O@O,8=I=HSH[FX5711.FP@FJ4P^#_4R_*;L#LW<2C9E M>['"W3DYY7O@1(&"]O('A]BO5()YF>K\S%Q3TLJ #PPL!]+AGHX?#4V) Z8PV,[BS7.5%%KSEU&++S&HMR=,QX!S= M^C[@R6&$!L.UCYO@HF.+W2OP"6@CIG99_ATPW&VRR5;YH8@,H]<8, E<"1,F M-/TK[&1Y:C0W4V8&UD38[1/-T"W;G 0HSNSSZ# :TI,\.$)EK\$G M__#!7[D6*L:CXEW;LT(/BA2:U*[;=+A3GR?GD0ZDJPU0D&KXB,S(RPN8\5 " M5N;G%."=Z5"=XF)7@IP4L)WA^=X#U$6V.A MEW*C:1G"B@SJL!R&I!/'Y"$(J]/TBPEF$ C'>E>O!;."!U+7WP'^DW\:];H5D?')>XL M)48%8?(%4TU[EF 5;10#,P2L:V#_-Y>)K&D=;D)DAU7K\'B+1%8B*CNTC@]7 M$YK:925UL[-HYD(6.Q+B*USB2C/P%="-?EGO"3_;)%BP5MCO8_=&W;>Z?4ZUXRU/UQW.I_ Z&/L M2_?\G/W> =,/SEQ==]!<_'QQ!E>U+\Z8_@(X]/M?\(0.?@>[?*]^O.FU>QW\ MY4O[YB-\8^_RHL(^6S=6VZJPSK]/.U<]N*[=RYU_?<-./UYV3]5M^*CKS^=@ ME-Y\;,,8+BY[>AQ_7OX!+P1#5+WFZO/UU>6-NJ-]=77^%Z*9&TD;;OL(@_W? MS]?=F[/N*9JNSX32C3M_;(?2U]3;@5IRE)>]Y79QO;4%:#A2T,.@$$>^HRM% MTJ1CSO2;%:FIJ@U==O),B,HN#U&M%9^7NHACP*Y",(L!/%MLF.F+>(P)[FDN**M(G&;"X5)'ZE^+BYU4L506R87GMS_TVDB@A@S\-!L3BLAW M[W3,=<#O_%!'=-.GF->K/0_Z=/&V16(V#$QKKBFY&VB7XTYX M$@^%8@"N!(965;159 MC\4 :"/ ^Q*=4\-$KXCQ"7\GH8P<:>MR162.4(RX]%*%A@?,GZ O0T;5+WDF M8GM0&E9I6=4U'GO'BV4HEDO-ML0C/XH 6H7)F9_^%6:[/*T$CW1-H@:=SZH- M-9=,B[[1G,)$GZM_CA(LP@:C,-)&>BCNI)^HPL' C[@+QMBL&EUGF_/K5E0F M&V["M25IZ>)XR./(1]F(!=U<,7U:0%19VKL%AY9MN#'BZL/2P%NNX#-;U>)* M>"_/1$&N+M[8)27-S'VX/-VK-9K,X1@XO+1COP^7UJH55CL^;DV-3PP]IL7M MIR!]4,"IFGS %J9!I=OGRTHK;*D\?VD8\\G!= C_FX 54*M76+U:JZ]X?V6Q MG)5]]-UT"O0 9N?9^6Q@:\:=!U9]Y=3IU(6I0>"F';U5"#3V=W& U#UJ(;PQCBIWLQ>GG6PKZ_=@QG*N#MU,O M/%VU:L6WKGCLT:%5JQUM]-A]-60]; F K7WVZOFJQG9J2DY@1ED8&LR_+=A MM196!*$YN@23'VS+1/O88:F,.KW\=-6^^&M*)[DO7B#NFJJ57(-"E>F2A&+D M&D\:N=\G\[5E*?$8OB[EJ4PG6RU@% ;:6#HL&^93!$!ID4CKDFXXXNS<8G^ M^WTKPDUHZ)!HZ%UWL4!QP"E3:%I19 MLV4=-!^FS*I6M=GXX.7#2'CI:X_?@!W+Y\SY,B M]E-,CJ/9>W&F4_%GK'>I8I$/4[H/@?!IFRMG/!8O7.V>"5N,5$Q(Q63J]8!SYMDV6=V=M\[OR7-WL_X+Z7#COG\*'P MX,?CQ*=-0VO-WN\AHG6?K1\U'PN:+^]M6(W#I0A+7;UZ83UEU=I>=JWS3=B) M2D;^*6U<@RHB532LX^E#*0;L_72Y\.5@ !>%"S&@ER'H2;Z3?"?Y_D3D.XGW MGR#>EV(HE%_<*+]X1/E%RB]2?O$[\XO%X5H20QN)H6,20R2&9G_W?6<"_PSC MD?ON_P%02P,$% @ :HM05EJ,ZKLI*@ +$8# !< !U86Q?,3(S,3(R M,3!K97@Q,#DP+FAT;>U]:W?:R);V]_=7U#CKS20](.L&$G9WUB(V3C/'%P:3 M3I]/9Q528=0M)(XD[#"_?JI* @.20%Q5$A6O[CA(Z+)K7YZ]:U]^_8_;IYO> M/SLM, Q&-NA\_WK?O@$7U5M[Q;\WGNX!ZH@2J#G0<>W LMUH'UY MV7J\ !?#(!A?75Z^O;T);XK@>B^7O>XEN91Z:;NNCP0S,"^^_$H^P?]'T/SR M_W[]CVH5W+K&9(2< !@>@@$RP<2WG!?PPT3^WZ!:CA_WP+'UG#U[$M!\U?@3YVZ^?0ZEL!D$2A(?YZ M2;ZP\.;'?B9U]9ED\DPWK6ZOV7X$[=O68Z]]UV[=@O;CW5/WH=EK/SV"WYO/ MX&NK]0A:?][7S/YZ% M% )C!O6^+!^+,U_(4X$[#LFXP#\&YGCDY<1 S]\[G?O6 UXI0M-OW1;]'9-: M )(4>]]T"6'U_4#@EN M.M^[-Y@[6XLK]/WA:ZO[\8-4%Z]%5:N78;'Z*'A# MR"G!FQ!M]O6IU7[\1M52\_&?)7@IZ)@E>(OOCD4@2M/RR#&_ MJ.$=?LR>\E MJPR_6!?9,""X*W#!5Q>1WQY<$]E 4S1L-_\DKVQXEGZ9OKRF_TU\0-K M, T_LAP3OR@%0D=_UQC&B.0+ X,TV^42VP4^S5XS%[/:K+Z;SSP(]+D"*"]B M3K<H_8]6U@.B 29WI M4'0#+)-2[2B+I@EZAE>['KMAN.#*HX;F%5V3Y:BJ B',*_("RX!VM"A]_%[D M A=?@F&>C(9)."74>PC_DD5))_2$F-HF(2U>&G\R'MN4_/B#7"4SSA Y6Q!O M 5$0_AO/'I#2#=J(DI9@C)!K9T #1D!# -B46#YXGI,8V@O^:R-[2HA@N,[ ]4:4RH.)AVGBA51*(0_YCH<&-C*" M)*WS\8,N2]HU)O;B%Z!I@B3VZD/C[Q?/G3AF-2*!+I*?ZU,1Y)=??LE58V F MKG+")!!FYCZDRRD#F#OFY+ +;PJ@G!Z??I# ;+=U]]1M53!L(;K)MTP4(MD9 M+AE-@@G6[ ;V+ASH!#[ &@N%)P<07]2LA.8#8HR (CU$== ZI8;-],"U;??- MQ]34-ZO_.3E3@O41-:LYDE,2\N/*9;+(VHPL)C(BO^0*JS;DA:BM!_NA=;_! ME\5D\_,4IXW1F0)($G&IB2&6Q>L8;>GGTC7!0QA*H8 Z",#"

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