8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 27, 2011

UNITED CONTINENTAL HOLDINGS, INC.

UNITED AIR LINES, INC.

CONTINENTAL AIRLINES, INC.

(Exact name of registrant as specified in its charter)

Delaware Delaware Delaware	001-06033 001-11355 001-10323	36-2675207 36-2675206 74-2099724
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
77 W. Wacker Drive, Chicago, IL 77 W. Wacker Drive, Chicago, IL 1600 Smith Street, Dept. HQSEO, Houston, Texas		60601 60601 77002
(Address of principal executive offices)		(Zip Code)

(312) 997-8000

(312) 997-8000

(713) 324-2950

Registrant’s telephone number, including area code

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On October 27, 2011, United Continental Holdings, Inc. (“UAL”), the holding company whose primary subsidiaries are United Air Lines, Inc. (“United”) and Continental Airlines, Inc. (“Continental”), issued a press release announcing the financial results of United and Continental for the third quarter of 2011. The press release is attached as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure.

On October 27, 2011, UAL will provide an investor update related to the financial and operational outlook for United and Continental for the fourth quarter and full year 2011. A copy of the investor update is attached as Exhibit 99.2 and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.2, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1*	Press Release issued by United Continental Holdings, Inc. dated October 27, 2011
99.2*	United Continental Holdings, Inc. Investor Update dated October 27, 2011

* Furnished herewith electronically.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	UNITED CONTINENTAL HOLDINGS, INC.
	UNITED AIR LINES, INC.
	CONTINENTAL AIRLINES, INC.
	By:	/s/ Chris Kenny
	Name:	Chris Kenny
	Title:	Vice President and Controller
Date: October 27, 2011

EXHIBIT INDEX

Exhibit No.	Description
99.1*	Press Release issued by United Continental Holdings, Inc. dated October 27, 2011
99.2*	United Continental Holdings, Inc. Investor Update dated October 27, 2011

* Furnished herewith electronically.

EX-99.1

Exhibit 99.1

UNITED CONTINENTAL HOLDINGS, INC. ANNOUNCES

THIRD-QUARTER 2011 PROFIT

UAL REPORTS $773 MILLION THIRD-QUARTER PROFIT EXCLUDING SPECIAL ITEMS;

$653 MILLION PROFIT ON GAAP BASIS

CHICAGO, Oct. 27, 2011 – United Continental Holdings, Inc. (NYSE: UAL) today reported third-quarter 2011 net income of $773 million or $2.00 per diluted share, excluding $120 million of net special items consisting primarily of integration-related costs. On a GAAP basis, UAL reported third-quarter 2011 net income of $653 million or $1.69 per diluted share.

• UAL consolidated passenger revenue increased 9.2 percent in the third quarter of 2011 compared to the pro forma results for the same period in 2010. Third-quarter 2011 consolidated passenger revenue per available seat mile (PRASM) increased 10.1 percent compared to the pro forma results year-over-year.

• Third-quarter 2011 consolidated fuel expense, excluding the impact of hedges, increased 41.3 percent, or $1.0 billion, year-over-year on a pro forma basis. During the quarter, WTI crude oil prices decreased while jet fuel prices remained high, which resulted in a $56 million charge related to fuel hedge ineffectiveness, which the company recorded in non-operating expense.

• UAL ended the third quarter with $8.4 billion in unrestricted cash, cash equivalents and short-term investments.

“Our solid financial performance in the third quarter was due to the hard work and focus of my co-workers,” said Jeff Smisek, UAL’s president and chief executive officer. “Our merger integration is going well as we approach two significant milestones: our single operating certificate, which we expect to achieve by the end of this year, and our single passenger service system, which we expect to implement by the end of the first quarter of next year.”

UAL results for the third quarter include the financial results of its two operating subsidiaries, United Airlines and Continental Airlines. Prior to the merger on Oct. 1, 2010, UAL results included only the financial results of United. Pro forma results that consolidate the financial results for Continental for the third-quarter 2010 and nine months ended Sept. 30, 2010, are included for meaningful year-over-year comparisons.

UAL ANNOUNCES THIRD QUARTER 2011 PROFIT/PAGE 2

Third-Quarter Revenue and Capacity

For the third quarter of 2011, total revenue was $10.2 billion, an increase of 8.7 percent compared to the pro forma results for the same period in 2010. Consolidated passenger revenue for the third quarter rose 9.2 percent to $9.0 billion, compared to the pro forma results for the same period in 2010.

Consolidated revenue passenger miles (RPMs) for the third quarter of 2011 decreased 1.5 percent year-over-year on a pro forma basis, while capacity (available seat miles or ASMs) decreased 0.8 percent year-over-year on a pro forma basis, resulting in a third-quarter consolidated load factor of 85.3 percent.

Consolidated yield for the third quarter of 2011 increased 10.9 percent year-over-year on a pro forma basis. Third-quarter 2011 consolidated PRASM increased 10.1 percent compared to the pro forma results for the same period in 2010.

Mainline RPMs in the third quarter of 2011 decreased 1.6 percent on a mainline capacity decrease of 0.9 percent year-over-year on a pro forma basis, resulting in a third-quarter mainline load factor of 86.1 percent. Mainline yield for the third quarter of 2011 increased 10.8 percent over the pro forma results for the same period in 2010. Third-quarter 2011 mainline PRASM increased 10.1 percent year-over-year on a pro forma basis.

“I want to thank my co-workers for delivering good revenue results in a challenging economic environment,” said Jim Compton, UAL’s executive vice president and chief revenue officer. “As we continue to integrate the two networks, we will stay focused on investing in our product to drive customer satisfaction and revenue growth.”

Passenger revenue for the third quarter of 2011 and period-to-period comparisons of related pro forma statistics for UAL’s mainline and regional operations are as follows:

	3Q 2011 Passenger Revenue (millions)		Passenger Revenue vs. Pro Forma 3Q 2010			PRASM vs. Pro Forma 3Q 2010			Yield vs. Pro Forma 3Q 2010			ASMs vs. Pro Forma 3Q 2010
Domestic	$	3,543		8.4	%		10.9	%		10.1	%		(2.3	%)
Atlantic		1,735		5.6	%		7.3	%		9.4	%		(1.6	%)
Pacific		1,312		8.2	%		6.5	%		9.9	%		1.6	%
Latin America		675		27.1	%		21.0	%		21.9	%		5.1	%
International	$	3,722		9.9	%		9.2	%		11.6	%		0.6	%
Mainline	$	7,265		9.1	%		10.1	%		10.8	%		(0.9	%)
Regional		1,779		9.5	%		9.6	%		10.5	%		(0.1	%)
Consolidated	$	9,044		9.2	%		10.1	%		10.9	%		(0.8	%)

Cargo and other revenue in the third quarter of 2011 increased 4.9 percent, or $53 million, year-over-year on a pro forma basis.

Third-Quarter Costs

Total operating expenses, including special items, increased $962 million, or 11.6 percent, in the third quarter compared to the pro forma results for the same period of 2010. Third-quarter fuel costs, excluding the impact of fuel hedges, increased $1.0 billion year-over-year. Third-quarter 2011 operating expenses, excluding fuel, profit sharing and special items, increased $58 million, or 1.0 percent, year-over-year on a pro forma basis.

UAL ANNOUNCES THIRD QUARTER 2011 PROFIT/PAGE 3

Consolidated costs per available seat mile (CASM), excluding special items, increased 11.7 percent and mainline CASM, excluding special items, increased 11.3 percent in the third quarter of 2011 compared to the pro forma results for the same period last year. Third-quarter consolidated and mainline CASM, including special items, increased 12.5 and 12.4 percent year-over-year on a pro forma basis, respectively.

The company has hedged approximately 56 percent of its expected remaining fuel needs for 2011.

In the third quarter, consolidated and mainline CASM, excluding special items and holding fuel rate and profit sharing constant, increased 0.7 percent and 1.0 percent, respectively, compared to the pro forma results for the same period of 2010.

“Despite the difficult fuel price environment, the team did a good job managing costs in the third quarter,” said Zane Rowe, UAL’s executive vice president and chief financial officer. “We have more work to do to achieve our integration goals, but this quarter’s results highlight our continued progress.”

Third-Quarter Liquidity and Cash Flow

UAL ended the third quarter of 2011 with $8.4 billion in unrestricted cash, cash equivalents and short-term investments. During the third quarter, the company generated $385 million of operating cash flow and had gross capital expenditures of $196 million. The company made scheduled debt and net capital lease payments of $299 million and prepaid $170 million of debt and capital leases in the third quarter. During the first nine months of the year, the company made $2.1 billion of debt and capital lease payments, including prepayments.

Integration Progress

During the quarter, United and Continental made steady progress integrating the two airlines and remain on track to achieve a single operating certificate by year end. The company announced a $550 million investment in its onboard product, including installing flat-bed seats on additional long-haul aircraft, expanding Economy Plus seating and Channel 9 air traffic control audio to Continental aircraft, nearly doubling overhead storage space on the Airbus fleet, adding Wi-Fi to its mainline fleet and completely retrofitting the p.s. fleet. United also introduced its 2012 MileagePlus loyalty program, which provides new benefits and services for United’s and Continental’s most-frequent flyers and more options for members to redeem miles.

The carriers have co-located check-in, ticket counter and gate facilities at 53 airports since closing the merger and now have a single area for check-in at 283 airports systemwide. More than half of the total fleet, or 692 aircraft, is now repainted in the new United livery.

Notable Third-Quarter 2011 Accomplishments

• United and Continental recorded U.S. Department of Transportation domestic on-time arrival rates of 77.1 percent and 76.5 percent, respectively, and system completion factors of 98.2 percent and 98.5 percent, respectively, for the third quarter. For international flights, United and Continental recorded on-time arrival rates of 75.5 percent and 75.6 percent, respectively. The on-time arrival rates are based on flights arriving within 14 minutes of scheduled arrival time.

UAL ANNOUNCES THIRD QUARTER 2011 PROFIT/PAGE 4

• The company accrued $152 million for profit-sharing programs during the third quarter, for a total of $242 million for the first nine months of 2011.

• Employees of the combined company earned cash incentive payments for operational performance totaling $5 million during the third quarter of 2011 and $27 million year-to-date.

• United and its partner Chase introduced the new United MileagePlus Explorer Card, offering a wide range of benefits for cardmembers.

About United Continental Holdings, Inc.

United Continental Holdings, Inc. (NYSE: UAL) is the holding company for both United Airlines and Continental Airlines. Together with United Express, Continental Express and Continental Connection, these airlines operate an average of 5,717 flights a day to 376 airports on six continents from their hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles, New York/Newark Liberty, San Francisco, Tokyo and Washington, D.C. United and Continental are members of Star Alliance, which offers more than 21,200 daily flights to 1,185 airports in 185 countries. United and Continental’s more than 80,000 employees reside in every U.S. state and in many countries around the world. For more information about United Continental Holdings, Inc., go to UnitedContinentalHoldings.com. For more information about the airlines, see united.com and continental.com or follow United on Twitter and Facebook.

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

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UAL ANNOUNCES THIRD QUARTER 2011 PROFIT/PAGE 5

UNITED CONTINENTAL HOLDINGS, INC.

STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)

THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2011 AND

PRO FORMA RESULTS FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2010

	Three Months Ended September 30,									Nine Months Ended September 30,
(In millions, except per share data)	2011			2010 Pro Forma (A)			% Increase / (Decrease)			2011			2010 Pro Forma (A)			% Increase / (Decrease)
Operating Revenue:
Passenger:
Mainline	$	7,265		$	6,657			9.1		$	19,892		$	18,032			10.3
Regional		1,779			1,624			9.5			4,945			4,510			9.6
Total Passenger Revenue		9,044			8,281			9.2			24,837			22,542			10.2
Cargo		283			290			(2.4	)		882			850			3.8
Special revenue item (D)		—			—			NM			107			—			NM
Other		844			784			7.7			2,356			2,253			4.6
Total Operating Revenue		10,171			9,355			8.7			28,182			25,645			9.9
Operating Expenses:
Aircraft fuel (B)		3,371			2,540			32.7			9,270			7,099			30.6
Salaries and related costs		2,020			2,028			(0.4	)		5,742			5,667			1.3
Regional capacity purchase (C)		619			624			(0.8	)		1,807			1,818			(0.6	)
Landing fees and other rent		476			501			(5.0	)		1,451			1,467			(1.1	)
Aircraft maintenance materials and outside repairs		447			382			17.0			1,330			1,110			19.8
Depreciation and amortization		384			383			0.3			1,157			1,141			1.4
Distribution expenses		377			373			1.1			1,102			1,049			5.1
Aircraft rent		255			256			(0.4	)		760			765			(0.7	)
Special charges (D)		120			21			NM			343			133			NM
Other operating expense		1,167			1,166			0.1			3,443			3,395			1.4
Total Operating Expenses		9,236			8,274			11.6			26,405			23,644			11.7
Operating Income		935			1,081			(13.5	)		1,777			2,001			(11.2	)
Nonoperating Income (Expense):
Interest expense		(227	)		(266	)		(14.7	)		(731	)		(789	)		(7.4	)
Interest capitalized		10			7			42.9			24			25			(4.0	)
Interest income		6			7			(14.3	)		15			14			7.1
Miscellaneous, net		(64	)		23			NM			(94	)		28			NM
Total Nonoperating Expense		(275	)		(229	)		20.1			(786	)		(722	)		8.9
Income before income taxes		660			852			(22.5	)		991			1,279			(22.5	)
Income tax expense (benefit) (E)		7			—			NM			13			(1	)		NM
Net Income	$	653		$	852			(23.4	)	$	978			1,280			(23.6	)
Earnings per share, basic	$	1.97		$	2.70			(27.0	)	$	2.96		$	4.06			(27.1	)
Earnings per share, diluted	$	1.69		$	2.16			(21.8	)	$	2.59		$	3.38			(23.4	)
Weighted average shares, basic		330			316			4.4			329			315			4.4
Weighted average shares, diluted		392			411			(4.6	)		396			410			(3.4	)
NM Not meaningful

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UAL ANNOUNCES THIRD QUARTER 2011 PROFIT/PAGE 6

UNITED CONTINENTAL HOLDINGS, INC.

STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)

	Three Months Ended September 30,						Nine Months Ended September 30,
(In millions, except per share data)	2011			2010			2011			2010
Operating Revenue:
Passenger:
Mainline	$	7,265		$	3,744		$	19,892		$	10,173
Regional		1,779			1,011			4,945			2,766
Total Passenger Revenue		9,044			4,755			24,837			12,939
Cargo		283			175			882			522
Special revenue item (D)		—			—			107			—
Other		844			487			2,356			1,400
Total Operating Revenue		10,171			5,417			28,182			14,861
Operating Expenses:
Aircraft fuel (B)		3,371			1,534			9,270			4,227
Salaries and related costs		2,020			1,129			5,742			3,180
Regional capacity purchase (C)		619			417			1,807			1,210
Landing fees and other rent		476			268			1,451			796
Aircraft maintenance materials and outside repairs		447			262			1,330			729
Depreciation and amortization		384			232			1,157			676
Distribution expenses		377			204			1,102			574
Aircraft rent		255			82			760			244
Special charges (D)		120			63			343			187
Other operating expense		1,167			685			3,443			1,980
Total Operating Expenses		9,236			4,876			26,405			13,803
Operating Income		935			541			1,777			1,058
Nonoperating Income (Expense):
Interest expense		(227	)		(177	)		(731	)		(540	)
Interest capitalized		10			2			24			7
Interest income		6			5			15			8
Miscellaneous, net		(64	)		16			(94	)		44
Total Nonoperating Expense		(275	)		(154	)		(786	)		(481	)
Income before income taxes		660			387			991			577
Income tax expense (benefit) (E)		7			—			13			(1	)
Net Income	$	653		$	387		$	978		$	578
Earnings per share, basic	$	1.97		$	2.30		$	2.96		$	3.44
Earnings per share, diluted	$	1.69		$	1.75		$	2.59		$	2.78
Weighted average shares, basic		330			168			329			168
Weighted average shares, diluted		392			235			396			231

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UAL ANNOUNCES THIRD QUARTER 2011 PROFIT/PAGE 7

UNITED CONTINENTAL HOLDINGS, INC.

CONSOLIDATED NOTES (UNAUDITED)

(A) United Continental Holdings, Inc. (“UAL”) is a holding company and its principal, wholly owned subsidiaries are United Air Lines, Inc. (“United”) and, effective October 1, 2010, Continental Airlines, Inc. (“Continental”). Continental became a subsidiary of UAL as a result of a merger. Included in this investor release are pro forma financial information for the combined company for the third quarter of 2010 and third quarter year-to-date 2010. All pro forma combined company information is based on financial information previously published in our Investor Update and Earnings Release issued Apr. 21, 2011, which can be found on our website at http://ir.unitedcontinentalholdings.com.

(B) UAL’s results of operations include fuel expense for both mainline and regional operations.

(In millions, except per gallon)	Three Months Ended September 30,								Nine Months Ended September 30,
	2011		2010 Pro Forma (A)			% Increase / (Decrease)			2011		2010 Pro Forma (A)			% Increase / (Decrease)
Total mainline fuel expense	$	2,720	$	2,079			30.8		$	7,424	$	5,773			28.6
Exclude impact of non-cash net mark-to-market (“MTM”) impact		—		(12	)		(100.0	)		—		(18	)		(100.0	)
Mainline fuel expense excluding MTM impact		2,720		2,067			31.6			7,424		5,755			29.0
Add: Regional fuel expense		651		461			41.2			1,846		1,326			39.2
Consolidated fuel expense excluding MTM impact		3,371		2,528			33.3			9,270		7,081			30.9
Exclude impact of fuel hedge settlements		94		(76	)		NM			526		(114	)		NM
Consolidated fuel expense excluding hedge impacts (a)	$	3,465	$	2,452			41.3		$	9,796	$	6,967			40.6
Mainline fuel consumption (gallons)		876		891			(1.7	)		2,514		2,516			(0.1	)
Mainline average jet fuel price per gallon (cents)		310.5		233.3			33.1			295.3		229.5			28.7
Mainline average jet fuel price per gallon excluding non-cash net MTM impact (cents)		310.5		232.0			33.8			295.3		228.7			29.1
Mainline average jet fuel price per gallon excluding fuel hedge impacts (cents)		321.2		223.5			43.7			316.2		224.2			41.0
Regional fuel consumption (gallons)		190		195			(2.6	)		555		555			0.0
Regional average jet fuel price per gallon (cents)		342.6		236.4			44.9			332.6		238.9			39.2
Consolidated consumption (gallons)		1,066		1,086			(1.8	)		3,069		3,071			(0.1	)
Consolidated average jet fuel price per gallon (cents)		316.2		233.9			35.2			302.1		231.2			30.7
Consolidated average jet fuel price per gallon excluding non-cash net MTM impact (cents)		316.2		232.8			35.8			302.1		230.6			31.0
Consolidated average jet fuel price per gallon excluding fuel hedge impacts (cents)		325.0		225.8			43.9			319.2		226.9			40.7

(a) Beginning April 1, 2010, UAL designated substantially all of its outstanding fuel derivative contracts as cash flow hedges under GAAP. As of September 30, 2011, UAL has $175 million of accumulated other comprehensive losses on its balance sheet for its designated cash flow hedges.

(C) UAL has contractual relationships with various regional carriers to provide regional jet and turboprop service branded as United Express, Continental Express and Continental Connection. Under these agreements, UAL pays the regional carriers contractually agreed fees for crew expenses, maintenance expenses and other costs of operating these flights. These costs include aircraft rent of $179 million and $527 million for the three months and nine months ended September 30, 2011, respectively, of which $127 million and $52 million is included in regional capacity purchase expense and aircraft rentals, respectively, for the three months ended September 30, 2011 and $372 million and $155 million is included in regional capacity purchase expense and aircraft rentals, respectively, for the nine months ended September 30, 2011 in our Statements of Consolidated Operations.

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UAL ANNOUNCES THIRD QUARTER 2011 PROFIT/PAGE 8

UNITED CONTINENTAL HOLDINGS, INC.

CONSOLIDATED NOTES (UNAUDITED)

(D) Special items include the following:

	Three Months Ended September 30,									Nine Months Ended September 30,
(In millions)	2011			2010 Pro Forma (A)			2010			2011			2010 Pro Forma (A)			2010
Revenue - Chase co-branded marketing agreement modification	$	—		$	—		$	—		$	107		$	—		$	—
Integration-related costs		123			—			44			347			—			72
Aircraft charges (gains), net		(3	)		22			22			(4	)		118			112
Lease termination and other special charges		—			(1	)		(3	)		—			15			3
Total special charges		120			21			63			343			133			187
Operating non-cash MTM losses on undesignated fuel hedges		—			12			12			—			18			18
Loss on asset sales		—			5			5			—			15			15
Accelerated depreciation related to early asset retirement		—			4			4			—			13			13
Severance		—			2			2			—			1			1
Total special items operating expense impact		120			44			86			343			180			234
Total special items		120			44			86			236			180			234
Income tax benefit		—			—			—			—			(1	)		(1	)
Special items, net of tax	$	120		$	44		$	86		$	236		$	179		$	233

2011 - Special Items

UAL, United, Continental and Mileage Plus Holdings, LLC, a wholly owned subsidiary of United, executed an Amended and Restated Co-Branded Card Marketing Services Agreement (the Co-Brand Agreement) with Chase Bank USA, N.A. (Chase) in June 2011, through which the company sells mileage credits to Chase and the company’s loyalty program members accrue frequent flyer miles for making purchases using credit cards issued by Chase. The Co-Brand Agreement modifies and combines the previously existing co-branded agreements between Chase and each of United and Continental, respectively. As a result of the execution of the Co-Brand Agreement, revenues received as part of this agreement are subject to Accounting Standards Update 2009-13, “Multiple-Deliverable Revenue Arrangements – a consensus of the FASB Emerging Issues Task Force” (ASU 2009-13), adopted by the company on Jan. 1, 2011, which is applied to all contracts entered into or materially modified after the adoption date of the accounting standard. The application of the new accounting standard to the Co-Brand Agreement, which was determined to be a material modification of the previously existing co-branded agreements, decreases the value of the air transportation deliverables related to the agreement that the company records as deferred revenue (and ultimately Passenger Revenue when redeemed awards are flown) and increases the value of the marketing-related deliverables recorded in Other Revenue at the time these marketing-related deliverables are provided. The provisions of ASU 2009-13 require that existing deferred revenue be adjusted retroactively to reflect the value of the undelivered air transportation deliverables at the date of the contract modification. As a result, the company recorded a retroactive, one-time non-cash income adjustment to revenue of $107 million in the second quarter of 2011.

Integration-related costs consist of expenses related to the merger and integration of United and Continental. Integration-related costs for the three and nine months ended September 30, 2011, include costs to terminate certain service contracts that will not be used by the company, cost of PBGC Notes previously disclosed in the company’s Form 10-Q for the period ended June 30, 2011, costs to write-off system assets that are no longer used or planned to be used by the company, payments to third-party consultants to assist with integration planning and organization design, severance related costs primarily associated with administrative headcount reductions, relocation and training, and compensation costs related to the systems integration. Other special charges include gains and losses on the disposal of aircraft and related spare parts.

2010 - Special Items

Third quarter aircraft and related asset impairments consist of a United $22 million impairment charge to reduce the carrying value of five nonoperating Boeing 747 aircraft and 30 nonoperating Boeing 737 aircraft to fair value. Year-to-date aircraft and related asset impairments include the third quarter item, a second quarter United charge of $73 million to reduce the 747 and 737 aircraft mentioned above to fair value, a first quarter United $17 million charge to decrease the value of aircraft related assets and a Continental $6 million charge related to grounded Boeing 737-300 aircraft, which is net of gains on the sale of two Boeing 737-500 aircraft.

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UAL ANNOUNCES THIRD QUARTER 2011 PROFIT/PAGE 9

The integration-related costs in the 2010 periods consist of third-party costs for legal, finance, advisory and other services associated with the company’s merger with Continental. These costs were incurred as part of the initial assessment of the merger and ongoing activities to complete the merger.

Non-cash MTM gains on undesignated fuel hedges relates to United’s MTM gains on fuel hedge contracts that were not designated as cash flow hedges. Under applicable accounting standards, MTM gains/losses on undesignated contracts are immediately recorded to fuel expense each period unlike MTM gains/losses on designated cash flow hedges which are initially deferred through other comprehensive income.

(E) Income tax expense (benefit) is primarily related to state income taxes. No federal income tax expense was recognized related to our pretax income for the three and nine months ended September 30, 2011 due to the utilization of book net operating loss carryforwards for which no benefit has previously been recognized. We are required to provide a valuation allowance for our deferred tax assets in excess of deferred tax liabilities because UAL concluded that it is more likely than not that such deferred tax assets will ultimately not be realized.

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UAL ANNOUNCES THIRD QUARTER 2011 PROFIT/PAGE 10

UNITED CONTINENTAL HOLDINGS, INC.

STATISTICS

	Three Months Ended September 30,									Nine Months Ended September 30,
	2011			2010 Pro Forma (A)			% Increase / (Decrease)			2011			2010 Pro Forma (A)			% Increase / (Decrease)
Mainline:
Passengers (thousands)		25,873			26,493			(2.3	)		73,400			75,129			(2.3	)
Revenue passenger miles (millions)		49,882			50,671			(1.6	)		138,633			139,830			(0.9	)
Available seat miles (millions)		57,942			58,461			(0.9	)		166,801			165,955			0.5
Cargo ton miles (millions)		616			729			(15.5	)		1,985			2,247			(11.7	)
Passenger load factor:
Mainline		86.1	%		86.7	%		(0.6	) pts.		83.1	%		84.3	%		(1.2	) pts.
Domestic		87.8	%		87.1	%		0.7	pts.		85.4	%		85.2	%		0.2	pts.
International		84.3	%		86.2	%		(1.9	) pts.		80.8	%		83.2	%		(2.4	) pts.
Passenger revenue per available seat mile (cents)		12.54			11.39			10.1			11.93			10.87			9.8
Average yield per revenue passenger mile (cents)		14.56			13.14			10.8			14.35			12.90			11.2
Average fare per passenger	$	280.79		$	251.27			11.7		$	271.01		$	240.01			12.9
Cost per available seat mile (CASM) (cents):
CASM (a)		13.05			11.61			12.4			12.92			11.65			10.9
CASM, excluding special items (b)		12.84			11.54			11.3			12.71			11.54			10.1
CASM, excluding special items and fuel (b)		8.15			8.00			1.9			8.26			8.07			2.4
CASM, holding fuel rate and profit sharing constant, excluding special items (b)		11.66			11.54			1.0			11.70			11.54			1.4
Average price per gallon of jet fuel (cents) (c)		310.5			233.3			33.1			295.3			229.5			28.7
Average price per gallon of jet fuel excluding non-cash net MTM impact (cents) (c)		310.5			232.0			33.8			295.3			228.7			29.1
Average price per gallon of jet fuel excluding fuel hedge impact (cents) (c)		321.2			223.5			43.7			316.2			224.2			41.0
Fuel gallons consumed (millions)		876			891			(1.7	)		2,514			2,516			(0.1	)
Aircraft in fleet at end of period		704			708			(0.6	)		704			708			(0.6	)
Average stage length (miles) (d)		1,879			1,848			1.7			1,842			1,807			1.9
Average daily utilization of each aircraft (hours)		11:03			11:16			(1.9	)		10:52			10:58			(0.9	)
Regional:
Passengers (thousands)		12,146			12,386			(1.9	)		34,208			34,783			(1.7	)
Revenue passenger miles (millions)		6,971			7,034			(0.9	)		19,429			19,624			(1.0	)
Available seat miles (millions)		8,693			8,703			(0.1	)		25,013			24,885			0.5
Passenger load factor		80.2	%		80.8	%		(0.6	) pts.		77.7	%		78.9	%		(1.2	) pts.
Passenger revenue per available seat mile (cents)		20.46			18.66			9.6			19.77			18.12			9.1
Average yield per revenue passenger mile (cents)		25.52			23.09			10.5			25.45			22.98			10.7
Aircraft in fleet at end of period		558			547			2.0			558			547			2.0
Average stage length (miles) (d)		557			555			0.4			556			555			0.2

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UAL ANNOUNCES THIRD QUARTER 2011 PROFIT/PAGE 11

UNITED CONTINENTAL HOLDINGS, INC.

STATISTICS (Continued)

	Three Months Ended September 30,									Nine Months Ended September 30,
	2011			2010 Pro Forma (A)			% Increase / (Decrease)			2011			2010 Pro Forma (A)			% Increase / (Decrease)
Consolidated (Mainline and Regional):
Passengers (thousands)		38,019			38,879			(2.2	)		107,608			109,912			(2.1	)
Revenue passenger miles (millions)		56,853			57,705			(1.5	)		158,062			159,454			(0.9	)
Available seat miles (millions)		66,635			67,164			(0.8	)		191,814			190,840			0.5
Passenger load factor		85.3	%		85.9	%		(0.6	) pts.		82.4	%		83.6	%		(1.2	) pts.
Passenger revenue per available seat mile (cents)		13.57			12.33			10.1			12.95			11.81			9.7
Total revenue per available seat miles (cents)		15.26			13.93			9.5			14.69			13.44			9.3
Average yield per revenue passenger mile (cents)		15.91			14.35			10.9			15.71			14.14			11.1
CASM (a)		13.86			12.32			12.5			13.77			12.39			11.1
CASM, excluding special items (b)		13.68			12.25			11.7			13.59			12.30			10.5
CASM, excluding special items and fuel (b)		8.62			8.49			1.5			8.75			8.58			2.0
CASM, holding fuel rate and profit sharing constant, excluding special items (b)		12.33			12.25			0.7			12.44			12.30			1.1
Average price per gallon of jet fuel (cents) (c)		316.2			233.9			35.2			302.1			231.2			30.7
Average price per gallon of jet fuel excluding non-cash net MTM impact (cents) (c)		316.2			232.8			35.8			302.1			230.6			31.0
Average price per gallon of jet fuel excluding fuel hedge impacts (cents) (c)		325.0			225.8			43.9			319.2			226.9			40.7
Fuel gallons consumed (millions)		1,066			1,086			(1.8	)		3,069			3,071			(0.1	)
Average full-time equivalent employees (thousands)		80.5			81.5			(1.2	)		81.2			81.6			(0.5	)

(a) Includes impact of special items (See Note D).

(b) These financial measures provide management and investors the ability to monitor the company’s performance on a consistent basis.

(c) Fuel price per gallon includes aircraft fuel and related taxes.

(d) Average stage length equals the average distance a seat travels adjusted for size of aircraft (available seat miles/seats).

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UAL ANNOUNCES THIRD QUARTER 2011 PROFIT/PAGE 12

UNITED CONTINENTAL HOLDINGS, INC.

NON-GAAP FINANCIAL RECONCILIATION

UAL evaluates its financial performance utilizing various GAAP and non-GAAP financial measures including, net income/loss, net earnings/loss per share and CASM, among others. CASM is a common metric used in the airline industry to measure an airline’s cost structure and efficiency. Pursuant to SEC Regulation G, UAL has included the following reconciliation of reported non-GAAP financial measures to comparable financial measures reported on a GAAP basis. UAL believes that excluding fuel costs from certain measures is useful to investors because it provides an additional measure of management’s performance excluding the effects of a significant cost item over which management has limited influence. UAL also believes that adjusting for special items, and other items unusual or infrequent in nature, is useful to investors because they are non-recurring items not indicative of UAL’s on-going performance. UAL began to apply cash flow hedge accounting effective April 1, 2010. Prior to the designation of fuel hedge instruments as cash flow hedges, MTM gains and losses were immediately recognized in fuel expense. UAL believes that the net fuel hedge adjustments provide management and investors with a better perspective of its performance and comparison to its peers because the adjustments reflect the economic fuel cost during the periods presented and many of our peers apply cash flow hedge accounting.

(In millions)	Three Months Ended September 30,										Nine Months Ended September 30,
	2011		2010 Pro Forma (A)		$ Increase / (Decrease)			% Increase / (Decrease)			2011		2010 Pro Forma (A)		$ Increase / (Decrease)			% Increase / (Decrease)
Consolidated Operating Revenue	$	10,171	$	9,355	$	816			8.7		$	28,182	$	25,645	$	2,537			9.9
Less: Special revenue item (D)		—		—		—			NM			107		—		107			NM
Consolidated Operating Revenue, excluding special revenue item	$	10,171	$	9,355	$	816			8.7		$	28,075	$	25,645	$	2,430			9.5
Consolidated Operating Expenses	$	9,236	$	8,274	$	962			11.6		$	26,405	$	23,644	$	2,761			11.7
Less: Special items (D)		120		44		76			NM			343		180		163			NM
Consolidated Operating Expenses, excluding special items		9,116		8,230		886			10.8			26,062		23,464		2,598			11.1
Less: Consolidated fuel expense (excluding non-cash net MTM impact)		3,371		2,528		843			33.3			9,270		7,081		2,189			30.9
Less: Profit sharing programs, including taxes		152		167		(15	)		(9.0	)		242		277		(35	)		(12.6	)
Consolidated Operating Expenses, excluding fuel, profit sharing and special items	$	5,593	$	5,535	$	58			1.0		$	16,550	$	16,106	$	444			2.8
Net Income	$	653	$	852	$	(199	)		(23.4	)	$	978	$	1,280	$	(302	)		(23.6	)
Less: Special items, net (D)		120		44		76			NM			236		179		57			NM
Net Income, excluding special items	$	773	$	896	$	(123	)		(13.7	)	$	1,214	$	1,459	$	(245	)		(16.8	)
	Three Months Ended September 30, 2011										Nine Months Ended September 30, 2011
Diluted earnings per share	$			1.69							$			2.59
Addback: Special items, net				0.31										0.59
Diluted earnings per share, excluding special items	$			2.00							$			3.18

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UAL ANNOUNCES THIRD QUARTER 2011 PROFIT/PAGE 13

UNITED CONTINENTAL HOLDINGS, INC.

NON-GAAP FINANCIAL RECONCILIATION (Continued)

	Three Months Ended September 30,							Nine Months Ended September 30,
	2011		2010 Pro Forma (A)		% Increase / (Decrease)			2011		2010 Pro Forma (A)		% Increase / (Decrease)
CASM Mainline Operations (cents):
Cost per available seat mile (CASM)		13.05		11.61		12.4			12.92		11.65		10.9
Less: Special items (D)		0.21		0.07		NM			0.21		0.11		NM
CASM, excluding special items		12.84		11.54		11.3			12.71		11.54		10.1
Less: Fuel cost per available seat mile		4.69		3.54		32.5			4.45		3.47		28.2
CASM, excluding special items and fuel		8.15		8.00		1.9			8.26		8.07		2.4
Less: Profit sharing cost per available seat mile		0.26		0.28		(7.1	)		0.15		0.17		(11.8	)
CASM, excluding special items, fuel and profit sharing		7.89		7.72		2.2			8.11		7.90		2.7
Add: Profit sharing held constant at prior year expense per available seat mile		0.26		0.28		NM			0.14		0.17		NM
Add: Current year fuel cost at prior year fuel price per available seat mile		3.51		—		NM			3.45		—		NM
Add: Prior year fuel cost per available seat mile		—		3.54		NM			—		3.47		NM
CASM, holding fuel and profit sharing constant and excluding special items		11.66		11.54		1.0			11.70		11.54		1.4
CASM Consolidated Operations (cents):
Cost per available seat mile (CASM)		13.86		12.32		12.5			13.77		12.39		11.1
Less: Special items (D)		0.18		0.07		NM			0.18		0.09		NM
CASM, excluding special items		13.68		12.25		11.7			13.59		12.30		10.5
Less: Fuel cost per available seat mile		5.06		3.76		34.6			4.84		3.72		30.1
CASM, excluding special items and fuel		8.62		8.49		1.5			8.75		8.58		2.0
Less: Profit sharing cost per available seat mile		0.23		0.25		(8.0	)		0.12		0.14		(14.3	)
CASM, excluding special items, fuel and profit sharing		8.39		8.24		1.8			8.63		8.44		2.3
Add: Profit sharing held constant at prior year expense per available seat mile		0.22		0.25		NM			0.12		0.14		NM
Add: Current year fuel cost at prior year fuel price per available seat mile		3.72		—		NM			3.69		—		NM
Add: Prior year fuel cost per available seat mile		—		3.76		NM			—		3.72		NM
CASM, holding fuel and profit sharing constant and excluding special items		12.33		12.25		0.7			12.44		12.30		1.1

###

EX-99.2

Exhibit 99.2

Issue Date: Oct. 27, 2011

Investor Update

This investor update provides forward-looking information about United Continental Holdings, Inc. (the “Company” or “UAL”) for the fourth quarter and full year 2011. All year-over-year comparisons are based on the pro forma combined company financial statements published in our April 2011 Investor Update which can be found on our website at http://ir.unitedcontinentalholdings.com under Investor Updates in the Investor Resources section of the website.

Capacity

The Company estimates its fourth quarter 2011 combined consolidated domestic available seat miles (“ASMs”) to decrease between 4.6% and 5.6% and combined consolidated international ASMs to be down 0.8% to up 0.2% for a combined consolidated system ASMs decrease between 2.6% and 3.6% as compared to the same period in the prior year. For the full year, the Company estimates its combined consolidated system ASMs to be down 0.3% to 0.5%, with combined consolidated domestic ASMs down 2.2% to 2.5% and combined international ASMs up 2.2% to 2.4% versus 2010.

Non-Fuel Expense Guidance

The Company expects fourth quarter consolidated cost per ASM (CASM), excluding fuel, profit sharing, certain accounting charges and merger-related expenses to be up 1.5% to 2.5%, modestly higher than prior fourth quarter cost guidance due to higher year-end liability true-ups driven by historically low treasury rates. For the full year, the Company expects CASM, excluding fuel, profit sharing, certain accounting charges and merger-related expenses to be up 2.0% to 2.3%.

Fuel Expense

The Company estimates its consolidated fuel price, including the impact of settled cash hedges, to be $3.15 per gallon for the fourth quarter and $3.05 per gallon for the full year based on the forward curve as of Oct. 20, 2011.

Non-Operating Income/(Expense)

The Company estimates fourth quarter non-operating expense to be between $205 million and $225 million. For the full year, the Company estimates non-operating expense to be between $995 million and $1,015 million. Non-operating income/(expense) includes interest expense, capitalized interest, interest income and other non-operating income/(expense).

Profit Sharing and Stock Based Compensation

The Company pays 15% of total GAAP pre-tax profits, excluding special items and stock compensation program expense, as profit sharing to employees when pre-tax profit, excluding special items, profit sharing expense and stock compensation program expense, exceeds $10 million. Profit sharing expense is accrued on a year-to-date basis, and $242 million has been accrued through the third quarter of 2011. Stock compensation expense for the purposes of the profit sharing calculation is estimated to be $10 million in the fourth quarter and $37 million for the full year 2011.

Capital Expenditures and Scheduled Debt and Capital Lease Payments

In the fourth quarter, the Company expects approximately $300 million of gross and net capital expenditures excluding purchase deposits of $12 million. For the full year, excluding approximately $134 million of purchase deposits, the Company expects approximately $940 million of gross capital expenditures and $810 million net capital expenditures.

Scheduled debt and capital lease payments for the fourth quarter are estimated to be $0.4 billion. For the full year, scheduled debt and capital leases are estimated to be $2.2 billion. Including all debt pre-payments year-to-date, the Company expects debt and capital lease payments of $2.5 billion in 2011.

Pension Expense and Contributions

The Company estimates that its non-cash pension expense for the combined company will be approximately $100 million for 2011. This amount excludes non-cash settlement charges related to lump-sum distributions. The Company made $31 million of cash contributions to its tax-qualified defined benefit pension plans in September and $31 million of cash contributions in October for a total of $166 million in year-to-date contributions. The Company has exceeded its minimum tax-qualified pension funding requirement for calendar year 2011 and does not expect additional funding in 2011.

Taxes

The Company currently expects to record minimal cash taxes in 2011.

Advance Booked Seat Factor (Percentage of Available Seats that are Sold)

Compared to the same period last year, for the next six weeks, mainline domestic advance booked seat factor is up 3.2 points, mainline international advance booked seat factor is down 0.5 points, mainline Atlantic advance booked seat factor is down 0.6 points, mainline Pacific advance booked seat factor is down 4.4 points and mainline Latin America advance booked seat factor is up 2.9 points. Regional advance booked seat factor is up 1.4 points.

Company Outlook

Fourth Quarter and Full Year 2011 Operational Outlook

	Estimated 4Q 2011				Year-Over-Year % Change Higher/(Lower)1						Estimated Full Year 2011				Year-Over-Year % Change Higher/(Lower)1
Capacity (Million ASMs)
Mainline Capacity
Domestic		26,573	—	26,857		(6.6	%)	—	(5.6	%)		111,262	—	111,546		(3.2	%)	—	(2.9	%)
Atlantic		11,247	—	11,363		(3.0	%)	—	(2.0	%)		49,073	—	49,189		2.1	%	—	2.4	%
Pacific		9,500	—	9,595		(0.1	%)	—	0.9	%		38,144	—	38,239		0.8	%	—	1.1	%
Latin America		4,678	—	4,724		2.6	%	—	3.6	%		20,317	—	20,363		5.3	%	—	5.6	%
Total Mainline Capacity		51,998	—	52,539		(3.9	%)	—	(2.9	%)		218,797	—	219,338		(0.6	%)	—	(0.3	%)
Regional2		8,001	—	8,083		(1.9	%)	—	(0.9	%)		33,011	—	33,093		(0.1	%)	—	0.2	%
Consolidated Capacity
Domestic		34,334	—	34,698		(5.6	%)	—	(4.6	%)		143,327	—	143,691		(2.5	%)	—	(2.2	%)
International		25,665	—	25,924		(0.8	%)	—	0.2	%		108,481	—	108,740		2.2	%	—	2.4	%
Total Consolidated Capacity		59,999	—	60,622		(3.6	%)	—	(2.6	%)		251,808	—	252,431		(0.5	%)	—	(0.3	%)
Traffic (Million RPMs)
Mainline Traffic
Domestic
Atlantic
Pacific
Latin America
Total Mainline System Traffic		Traffic guidance to be provided at a future date
Regional System Traffic2
Consolidated System Traffic
Domestic System
International System
Total Consolidated System Traffic
Load Factor
Mainline Load Factor
Domestic
Atlantic
Pacific
Latin America
Total Mainline Load Factor		Load factor guidance to be provided at a future date
Regional Load Factor2
Consolidated Load Factor
Domestic
International
Total Consolidated Load Factor

1. Year-over-year comparisons to 2010 pro forma operating statistics for United Airlines and Continental Airlines.

2. Regional results reflect flights operated under capacity purchase agreements and flights operated as part of our joint venture with Aer Lingus.

2

Company Outlook

Fourth Quarter and Full Year 2011 Financial Outlook

	Estimated 4Q 2011	Year-Over-Year  % Change Higher/(Lower)1	Estimated FY 2011	Year-Over-Year  % Change Higher/(Lower)1
Revenue (¢/ASM, except Cargo and Other Revenue)
Mainline Passenger Unit Revenue
Regional Passenger Unit Revenue	Revenue guidance to be provided at a future date
Consolidated Passenger Unit Revenue
Cargo and Other Revenue ($M)
Operating Expense2 (¢/ASM)
Mainline Unit Cost Excluding Profit Sharing	13.38 — 13.46	10.3% —10.9%	12.77 —12.79	10.4% —10.6%
Regional Unit Cost	19.47 — 19.63	7.7% — 8.6%	19.44 — 19.48	11.0% —11.2%
Consolidated Unit Cost Excluding Profit Sharing	14.19 — 14.28	9.9% — 10.6%	13.64 — 13.67	10.5% —10.8%
Non-Fuel Expense2 (¢/ASM)
Mainline Unit Cost Excluding Fuel and Profit Sharing	8.65 — 8.73	1.9% — 2.9%	8.24 — 8.26	2.5% — 2.7%
Regional Unit Cost Excluding Fuel	12.17 — 12.33	(1.1%) — 0.2%	12.07 — 12.11	(0.1%) — 0.2%
Consolidated Unit Cost Excluding Fuel and Profit Sharing	9.12 — 9.21	1.5% — 2.5%	8.74 — 8.77	2.0% — 2.3%
Select Expense Measures ($M)
Aircraft Rent	$245		$1,010
Depreciation and Amortization	$390		$1,550
Fuel Expense
Mainline Fuel Consumption (Million Gallons)	790		3,310
Regional Fuel Consumption (Million Gallons)	180		730
Consolidated Fuel Consumption (Million Gallons)	970		4,040
Consolidated Fuel Price Excluding Hedges	$3.13 / Gallon		$3.18 / Gallon
Consolidated Fuel Price Including Cash Settled Hedges	$3.15 / Gallon		$3.05 / Gallon
Non-Operating Income/(Expense) ($M)	($205) — ($225)		($995) — ($1,015)
Income Taxes
Income Tax Rate	0%		0%
Capital Expenditures ($M)
Gross Capital Expenditures ex Purchase Deposits	$300		$940
Net Capital Expenditures ex Purchase Deposits	$300		$810
Purchase Deposits	$12		$134
Debt and Capital Lease Obligations ($B)
Scheduled Debt and Capital Lease Obligations	$0.4		$2.2

1. Year-over-year comparisons to 2010 pro forma operating statistics for United Airlines and Continental Airlines.

2. Excludes special charges.

3

Company Outlook

Fuel Hedge Positions by Quarter

As of Oct. 20, 2011, the Company had hedged approximately 34% of its expected first half of 2012 consolidated fuel consumption; further details are as follows:

		4Q 2011				1Q 2012				2Q 2012
		% of Expected Consumption			Weighted Average Strike Price	% of Expected Consumption			Weighted Average Strike Price	% of Expected Consumption			Weighted Average Strike Price
WTI Crude Oil Swaps	($/bbl)		10	%	$92.03		2	%	$94.43		—
Heating Oil Swaps	($/gal)		4	%	2.93		2	%	2.93		—
Jet Fuel Swaps	($/gal)		4	%	3.03		—				—
WTI Crude Oil Call Options	($/bbl)		12	%	98.79		2	%	99.40		—
Heating Oil Call Options	($/gal)		5	%	3.23		15	%	3.23		12	%	3.20
Jet Fuel Call Options	($/gal)		2	%	3.21		—				—
Heating Oil Collars	($/gal)		19	%	3.27 2.63		18	%	3.18 2.63		17	%	3.07 2.49
Total			56	%			39	%			29	%

Fuel Price Sensitivity

The table below outlines the Company’s estimated settled hedge impacts at various crude oil prices, based on the hedge portfolio as of Oct. 20, 2011:

Crude Oil Price*	Cash Settled Hedge Impact	1Q11			2Q11			3Q11			4Q11			FY11
$100 per Barrel	Fuel Price Excluding Hedge** ($/gal)	$	2.94		$	3.38		$	3.24		$	3.35		$	3.23
	Increase/(Decrease) to Fuel Expense ($/gal)	($	0.16	)	($	0.27	)	($	0.08	)	($	0.03	)	($	0.14	)
$95 per Barrel	Fuel Price Excluding Hedge** ($/gal)	$	2.94		$	3.38		$	3.24		$	3.27		$	3.21
	Increase/(Decrease) to Fuel Expense ($/gal)	($	0.16	)	($	0.27	)	($	0.08	)	($	0.01	)	($	0.13	)
$90 per Barrel	Fuel Price Excluding Hedge** ($/gal)	$	2.94		$	3.38		$	3.24		$	3.19		$	3.20
	Increase/(Decrease) to Fuel Expense ($/gal)	($	0.16	)	($	0.27	)	($	0.08	)	$	0.01		($	0.13	)
$86.11 per Barrel	Fuel Price Excluding Hedge** ($/gal)	$	2.94		$	3.38		$	3.24		$	3.13		$	3.18
	Increase/(Decrease) to Fuel Expense ($/gal)	($	0.16	)	($	0.27	)	($	0.08	)	$	0.02		($	0.12	)
$80 per Barrel	Fuel Price Excluding Hedge** ($/gal)	$	2.94		$	3.38		$	3.24		$	3.03		$	3.16
	Increase/(Decrease) to Fuel Expense ($/gal)	($	0.16	)	($	0.27	)	($	0.08	)	$	0.04		($	0.12	)
$75 per Barrel	Fuel Price Excluding Hedge** ($/gal)	$	2.94		$	3.38		$	3.24		$	2.96		$	3.14
	Increase/(Decrease) to Fuel Expense ($/gal)	($	0.16	)	($	0.27	)	($	0.08	)	$	0.05		($	0.12	)
$70 per Barrel	Fuel Price Excluding Hedge** ($/gal)	$	2.94		$	3.38		$	3.24		$	2.88		$	3.12
	Increase/(Decrease) to Fuel Expense ($/gal)	($	0.16	)	($	0.27	)	($	0.08	)	$	0.07		($	0.11	)

* Projected impacts assume a common, parallel jet fuel refining crack spread consistent with Oct. 20, 2011 forward prices and a parallel crude forward price curve consistent with Oct. 20, 2011 forward prices. Row headings refer to illustrative spot closing prices on Oct. 20, 2011.

** Fuel price per gallon excluding hedge impacts, but including taxes and transportation costs.

Share Count

These share count charts are based upon several assumptions including market stock price and number of shares outstanding. The number of shares used in the actual earnings per share calculation will likely be different from those set forth below.

	4Q 2011 (Estimated)
	Basic Share Count	Diluted Share Count	Interest Add-back
Net Income	(in millions)	(in millions)	(in $ millions)
Less than or equal to $0	330	330	$ —
$1 million - $36 million	330	331	—
$37 million - $61 million	330	371	4
$62 million - $111 million	330	383	7
$112 million - $371 million	330	388	8
$372 million or greater	330	392	12

	Full Year 2011 (Estimated)
	Basic Share Count	Diluted Share Count	Interest Add-back
Net Income	(in millions)	(in millions)	(in $ millions)
Less than or equal to $0	329	329	$ —
$1 million - $144 million	329	331	—
$145 million - $247 million	329	371	17
$248 million - $1,096 million	329	383	26
$1,097 million - $1,487 million	329	394	59
$1,488 million or greater	329	398	76

4

Company Outlook

Fleet Plan

As of Oct. 27, 2011, the Company’s fleet plan, including aircraft operated by the Company or on the Company’s behalf under a capacity purchase agreement is as follows:

	Mainline Aircraft
	YE 2010		1Q 2011 D			2Q 2011 D			3Q 2011 D			4Q 2011 D			YE 2011		FY YOY D
B747-400		25		(1	)		—			(1	)		—			23		(2	)
B777-200		74		—			—			—			—			74		—
B767-200/300/400		61		—			(1	)		(1	)		—			59		(2	)
B757- 200/300		158		—			—			(1	)		(2	)		155		(3	)
B737- 500/700/800/900		240		1			(1	)		(1	)		(1	)		238		(2	)
A319/A320		152		—			—			—			—			152		—
Total Mainline Aircraft		710		—			(2	)		(4	)		(3	)		701		(9	)
	Regional Aircraft
	YE 2010		1Q 2011 D			2Q 2011 D			3Q 2011 D			4Q 2011 D			YE 2011		FY YOY D
Q400		20		6			3			1			—			30		10
Q300		—		—			4			1			—			5		5
Q200		16		—			—			—			—			16		—
ERJ- 145		273		3			(9	)		(1	)		—			266		(7	)
CRJ200		81		(2	)		—			—			—			79		(2	)
CRJ700		115		—			—			—			—			115		—
EMB 120		9		—			—			—			—			9		—
EMB 170		38		—			—			—			—			38		—
Total Regional Aircraft		552		7			(2	)		1			—			558		6
Total Aircraft		1,262		7			(4	)		(3	)		(3	)		1,259		(3	)

Non— GAAP To GAAP Reconciliations

Pursuant to SEC Regulation G, the Company has included the following reconciliation of reported non-GAAP financial measures to comparable financial measures reported on a GAAP basis. The Company believes that excluding fuel costs and certain other items from some measures is useful to investors because it provides an additional measure of management’s performance excluding the effects of a significant cost item over which management has limited influence, and the effects of certain other items that would otherwise make analysis of the Company’s operating performance more difficult.

	4Q 2011 Estimate						FY 2011 Estimate
Mainline Unit Cost (¢/ASM)	Low			High			Low			High
Mainline Unit Cost Excluding Profit Sharing		13.38			13.46			12.77			12.79
Special Items and other exclusions (a)		—			—			—			—
Mainline Unit Costs Excluding Profit Sharing and Special Items (b)		13.38			13.46			12.77			12.79
Less: Fuel Expense (c)		(4.73	)		(4.73	)		(4.53	)		(4.53	)
Mainline Unit Cost Excluding Fuel, Profit Sharing and Special Items (c)		8.65			8.73			8.24			8.26
Regional Unit Cost (¢/ASM)	Low			High			Low			High
Regional Unit Cost		19.47			19.63			19.44			19.48
Less: Fuel expense		(7.30	)		(7.30	)		(7.37	)		(7.37	)
Regional Unit Cost Excluding Fuel		12.17			12.33			12.07			12.11
Consolidated Unit Cost (¢/ASM)	Low			High			Low			High
Consolidated Unit Cost Excluding Profit Sharing		14.19			14.28			13.64			13.67
Special Items and other exclusions (a)		—			—			—			—
Consolidated Unit Cost Excluding Profit Sharing and Special Items (b)		14.19			14.28			13.64			13.67
Less: Fuel Expense (c)		(5.07	)		(5.07	)		(4.90	)		(4.90	)
Consolidated Unit Cost Excluding Fuel, Profit Sharing and Special Items (c)		9.12			9.21			8.74			8.77

(a) Operating expense per ASM – CASM excludes special items, the impact of certain primarily non-cash impairment, severance and other similar accounting charges. While the Company anticipates that it will record such special items and charges throughout the year and may record profit sharing, at this time the Company is unable to provide an estimate of these items with reasonable certainty.

(b) These financial measures provide management and investors the ability to measure and monitor the Company’s performance on a consistent basis.

(c) Both the cost and availability of fuel are subject to many economic and political factors and are therefore beyond the Company’s control.

5

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:

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

For further questions, contact Investor Relations at (312) 997-8610 or investorrelations@united.com

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