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): July 21, 2011

UNITED CONTINENTAL HOLDINGS, INC.

UNITED AIR LINES, INC.

CONTINENTAL AIRLINES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-06033	36-2675207
Delaware	001-11355	36-2675206
Delaware	001-10323	74-2099724
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
77 W. Wacker Drive, Chicago, IL		60601
77 W. Wacker Drive, Chicago, IL		60601
1600 Smith Street, Dept. HQSEO, Houston, Texas		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 July 21, 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 second 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 July 21, 2011, UAL will provide an investor update related to the financial and operational outlook for United and Continental for the third quarter and full year of 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 July 21, 2011
99.2*	United Continental Holdings, Inc. Investor Update dated July 21, 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: July 21, 2011

EXHIBIT INDEX

Exhibit No.	Description
99.1*	Press Release issued by United Continental Holdings, Inc. dated July 21, 2011
99.2*	United Continental Holdings, Inc. Investor Update dated July 21, 2011

* Furnished herewith electronically.

EX-99.1

Exhibit 99.1

UNITED CONTINENTAL HOLDINGS, INC. ANNOUNCES

SECOND-QUARTER 2011 PROFIT

UAL REPORTS SECOND-QUARTER $577 MILLION NET PROFIT EXCLUDING SPECIAL ITEMS;

$538 MILLION NET PROFIT ON GAAP BASIS

CHICAGO, July 21, 2011 – United Continental Holdings, Inc. (NYSE: UAL) today announced second-quarter 2011 financial results. UAL results for the second 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 second-quarter 2010 and six months ended June 30, 2010, are included for meaningful year-over-year comparisons.

• UAL reported a second-quarter 2011 net profit of $577 million or $1.49 per diluted share, excluding $39 million of net special items consisting primarily of integration-related costs and a one-time non-cash adjustment to revenue. On a GAAP basis, UAL reported a second-quarter 2011 net profit of $538 million or $1.39 per diluted share.

• UAL consolidated passenger revenue increased 10.1 percent in the second quarter of 2011 compared to the pro forma results for the same period in 2010. Second-quarter 2011 consolidated passenger revenue per available seat mile (PRASM) increased 9.0 percent compared to the pro forma results year-over-year.

• Second-quarter 2011 consolidated fuel expense, excluding the impact of hedges, increased 45.2 percent, or $1.1 billion, year-over-year on a pro forma basis.

• UAL ended the quarter with $8.6 billion in unrestricted cash, cash equivalents and short-term investments.

“Thanks to the hard work of my co-workers, who managed through tough weather issues and many integration changes during the quarter, we are making steady progress toward building the world’s leading airline,” said Jeff Smisek, UAL’s president and chief executive officer. “We are well positioned to deliver on the once-in-a-lifetime opportunities that this merger presents for our company and our people.”

Second-Quarter Revenue and Capacity

For the second quarter of 2011, total revenue excluding special items was $9.7 billion, an increase of 9.1 percent compared to the pro forma results for the same period in 2010. Total revenue during the second quarter,

UAL ANNOUNCES SECOND QUARTER 2011 PROFIT/PAGE 2

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including special items, increased 10.3 percent to $9.8 billion year-over-year on a pro forma basis. Consolidated passenger revenue, including special items, for the second quarter rose 10.1 percent to $8.6 billion, compared to the pro forma results for the same period in 2010.

Consolidated revenue passenger miles (RPMs) for the second quarter of 2011 decreased 0.1 percent on a pro forma basis, while capacity (available seat miles or ASMs) increased 1.0 percent year-over-year on a pro forma basis, resulting in a second-quarter consolidated load factor of 83.4 percent.

Consolidated yield for the second quarter of 2011 increased 10.3 percent year-over-year on a pro forma basis. Second-quarter 2011 consolidated PRASM increased 9.0 percent compared to the pro forma results for the same period in 2010.

Mainline RPMs in the second quarter of 2011 were flat on a mainline capacity increase of 1.1 percent year-over-year on a pro forma basis, resulting in a second-quarter mainline load factor of 84.1 percent. Mainline yield for the second quarter of 2011 increased 10.3 percent over the pro forma results for the same period in 2010. Second-quarter 2011 mainline PRASM increased 9.1 percent year-over-year on a pro forma basis.

“Our capacity discipline drove solid unit revenue and yield growth in the second quarter,” said Jim Compton, UAL’s executive vice president and chief revenue officer. “We will continue to offer products our customers value and are willing to pay for.”

Due to the decline in demand for travel to Japan following the March 11, 2011, earthquake and tsunami, the company reduced capacity to and from Japan by 11.8 percent during the quarter. UAL estimates that second-quarter consolidated passenger revenue decreased by approximately $100 million as a result of the reduced demand due to the tragedy in Japan.

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

	2Q 2011 Passenger Revenue (millions)		Passenger Revenue vs. 2Q 2010			PRASM vs. 2Q 2010			Yield vs. 2Q 2010			ASM vs. 2Q 2010
Domestic	$	3,435		7.7	%		9.7	%		9.6	%		(1.8	%)
Atlantic		1,625		13.4	%		5.6	%		8.3	%		7.3	%
Pacific		1,123		3.8	%		5.7	%		7.9	%		(1.8	%)
Latin America		681		30.8	%		20.2	%		22.7	%		8.8	%
International	$	3,429		12.9	%		8.3	%		10.8	%		4.3	%
Mainline	$	6,864		10.3	%		9.1	%		10.3	%		1.1	%
Regional		1,742		9.5	%		8.8	%		10.3	%		0.6	%
Consolidated	$	8,606		10.1	%		9.0	%		10.3	%		1.0	%

Cargo and other revenue in the second quarter of 2011 increased 2.0 percent, or $22 million, year-over-year on a pro forma basis.

UAL ANNOUNCES SECOND QUARTER 2011 PROFIT/PAGE 3

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Second-Quarter Costs

Total consolidated expenses, including special items, increased $974 million, or 12.1 percent, in the second quarter compared to the pro forma results for the same period of 2010. Second-quarter fuel costs, excluding the impact of fuel hedges, increased $1.1 billion year-over-year. During the quarter, the company recognized $278 million of benefit from its fuel hedge settlements. Second-quarter 2011 consolidated expenses, excluding fuel, profit-sharing and special items, increased $171 million, or 3.2 percent, year-over-year on a pro forma basis.

Consolidated costs per available seat mile (CASM), excluding special items, increased 11.1 percent and mainline CASM, excluding special items, increased 10.8 percent in the second quarter of 2011 compared to the pro forma results for the same period last year. Second-quarter consolidated and mainline CASM, including special items, increased 11.0 and 10.7 percent year-over-year on a pro forma basis, respectively.

The company has hedged approximately 51 percent of its expected remaining fuel needs for 2011.

In the second quarter, consolidated and mainline CASM, excluding special items and holding fuel rate and profit sharing constant, increased 1.3 percent and 1.7 percent, respectively, compared to the pro forma results for the same period of 2010.

“This quarter, we moved another step closer to achieving our synergy targets and financial goals, thanks to the efforts of our entire team at the new United,” said Zane Rowe, UAL’s executive vice president and chief financial officer. “While we still have a lot of work to do, we are working together across the company to outperform our competitors.”

Second-Quarter Liquidity and Cash Flow

UAL ended the second quarter of 2011 with $8.6 billion in unrestricted cash, cash equivalents and short-term investments. During the second quarter, the company generated $753 million of operating cash flow and had gross capital expenditures of $178 million. The company made scheduled debt and net capital lease payments of $1.0 billion, including $570 million to repay UAL 4.5% convertible notes put to the company in June. Year-to-date, the company has made $1.8 billion of debt and capital lease payments, including $300 million of prepayments.

Integration Is On Track

During the quarter, United and Continental continued to make steady progress integrating products, services and policies to provide a more consistent travel experience for customers. When traveling on either carrier, customers may now shop for flights, obtain seat assignments and check flight status on united.com and continental.com, and check in and print boarding passes for flights using any United or Continental check-in kiosk at 90 airports worldwide. The carriers introduced Premier Access, a new package of priority airport services for elite-level flyers and premium-cabin customers, and aligned meal, snack and beverage services on board flights and in airport club lounges. In addition, the company announced that United’s loyalty program name will be MileagePlus® and offered MileagePlus and OnePass members the ability to combine miles to earn awards faster.

Beginning with Chicago O’Hare International Airport and following at San Francisco International Airport, the company unveiled newly branded signage at airport check-in and boarding areas and remains on track to re-brand its

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UAL ANNOUNCES SECOND QUARTER 2011 PROFIT/PAGE 4

hub airports over the remainder of the year. The carriers have co-located check-in, ticket counter and gate facilities at 46 airports since the closing the merger and now have a single area for check-in at 275 airports systemwide. Nearly half of the total fleet, or 601 aircraft, is now repainted in the new United livery.

Notable Second-Quarter 2011 Accomplishments

• United and Continental recorded U.S. Department of Transportation domestic on-time arrival rates of 77.8 percent and 74.2 percent, respectively, and system completion factors of 98.6 percent and 99.7 percent, respectively, for the second quarter. For international flights, United and Continental recorded on-time arrival rates of 77.7 percent and 79.4 percent, respectively. The on-time arrival rates are based on flights arriving within 14 minutes of scheduled arrival time.

• The company accrued $90 million for profit-sharing programs for results of the first six months of 2011, and employees of the combined company earned cash incentive payments for operational performance totaling $5 million during the second quarter of 2011.

• The company, in partnership with the Houston Airport System, announced construction at Bush Intercontinental Airport to build a new Terminal B south concourse dedicated to domestic regional jet operations will begin by the end of the year. In addition, the company extended its lease on Terminal C at Bush Intercontinental Airport to 2027.

• The company continued to install flat-bed seats in first and business class and now has the new seats on 123 aircraft, more than any other U.S. carrier.

• The company, through its carriers, continued to build its route network to provide unmatched flight options for travelers, launching new flights to Stuttgart, Germany, and Port-au-Prince, Haiti, from its New York/Newark Liberty hub, service to Shanghai, China, Hilo, Hawai’i, and Guadalajara, Mexico, from its Los Angeles hub and flights to Hilo and Guadalajara from its hub at San Francisco.

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 5,765 flights a day to 377 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 21,000 daily flights to 1,160 airports in 181 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 on Twitter and Facebook.

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UAL ANNOUNCES SECOND QUARTER 2011 PROFIT/PAGE 5

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); 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 SECOND QUARTER 2011 PROFIT/PAGE 6

UNITED CONTINENTAL HOLDINGS, INC.

STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)

THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2011 AND

PRO FORMA RESULTS FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2010

	Three Months Ended June 30,						% Increase / (Decrease)			Six Months Ended June 30,						% Increase / (Decrease)
(In millions, except per share data)	2011			2010 Pro Forma (A)						2011			2010 Pro Forma (A)
Operating Revenue:
Passenger:
Mainline	$	6,864		$	6,224			10.3		$	12,627		$	11,375			11.0
Regional		1,742			1,591			9.5			3,166			2,886			9.7
Total Passenger Revenue		8,606			7,815			10.1			15,793			14,261			10.7
Cargo		316			301			5.0			599			560			7.0
Special revenue item (D)		107			—			NM			107			—			NM
Other		780			773			0.9			1,512			1,469			2.9
Total Operating Revenue		9,809			8,889			10.3			18,011			16,290			10.6
Operating Expenses:
Aircraft fuel (B)		3,227			2,478			30.2			5,899			4,559			29.4
Salaries and related costs		1,916			1,881			1.9			3,722			3,639			2.3
Regional capacity purchase (C)		615			610			0.8			1,188			1,194			(0.5	)
Landing fees and other rent		502			491			2.2			975			966			0.9
Aircraft maintenance materials and outside repairs		444			370			20.0			883			728			21.3
Depreciation and amortization		385			372			3.5			773			758			2.0
Distribution expenses		375			359			4.5			725			676			7.2
Aircraft rent		252			255			(1.2	)		505			509			(0.8	)
Special charges (D)		146			84			NM			223			112			NM
Other operating expense		1,139			1,127			1.1			2,276			2,229			2.1
Total Operating Expenses		9,001			8,027			12.1			17,169			15,370			11.7
Operating Income		808			862			(6.3	)		842			920			(8.5	)
Nonoperating Income (Expense):
Interest expense		(250	)		(257	)		(2.7	)		(504	)		(523	)		(3.6	)
Interest capitalized		8			9			(11.1	)		14			18			(22.2	)
Interest income		5			4			25.0			9			7			28.6
Miscellaneous, net		(29	)		(9	)		NM			(30	)		5			NM
Total Nonoperating Expense		(266	)		(253	)		5.1			(511	)		(493	)		3.7
Income before income taxes		542			609			(11.0	)		331			427			(22.5	)
Income tax expense (benefit) (E)		4			(2	)		NM			6			(1	)		NM
Net Income	$	538		$	611			(11.9	)	$	325			428			(24.1	)
Earnings per share, basic	$	1.63		$	1.94			(16.0	)	$	0.98		$	1.36			(27.9	)
Earnings per share, diluted	$	1.39		$	1.57			(11.5	)	$	0.88		$	1.19			(26.1	)
Weighted average shares, basic		330			315			4.8			329			314			4.8
Weighted average shares, diluted		400			410			(2.4	)		383			379			1.1

NM Not meaningful

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UAL ANNOUNCES SECOND QUARTER 2011 PROFIT/PAGE 7

UNITED CONTINENTAL HOLDINGS, INC.

STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)

	Three Months Ended June 30,						Six Months Ended June 30,
(In millions, except per share data)	2011			2010			2011			2010
Operating Revenue:
Passenger:
Mainline	$	6,864		$	3,532		$	12,627		$	6,401
Regional		1,742			962			3,166			1,750
Total Passenger Revenue		8,606			4,494			15,793			8,151
Cargo		316			190			599			347
Special revenue item (D)		107			—			107			—
Other		780			477			1,512			904
Total Operating Revenue		9,809			5,161			18,011			9,402
Operating Expenses:
Aircraft fuel (B)		3,227			1,486			5,899			2,693
Salaries and related costs		1,916			1,061			3,722			2,051
Regional capacity purchase (C)		615			405			1,188			793
Landing fees and other rent		502			271			975			528
Aircraft maintenance materials and outside repairs		444			245			883			467
Depreciation and amortization		385			223			773			444
Distribution expenses		375			198			725			370
Aircraft rent		252			81			505			162
Special charges (D)		146			106			223			124
Other operating expense		1,139			644			2,276			1,253
Total Operating Expenses		9,001			4,720			17,169			8,885
Operating Income		808			441			842			517
Nonoperating Income (Expense):
Interest expense		(250	)		(178	)		(504	)		(363	)
Interest capitalized		8			3			14			5
Interest income		5			2			9			3
Miscellaneous, net		(29	)		3			(30	)		28
Total Nonoperating Expense		(266	)		(170	)		(511	)		(327	)
Income before income taxes		542			271			331			190
Income tax expense (benefit) (E)		4			(2	)		6			(1	)
Net Income	$	538		$	273		$	325		$	191
Earnings per share, basic	$	1.63		$	1.62		$	0.98		$	1.14
Earnings per share, diluted	$	1.39		$	1.29		$	0.88		$	0.96
Weighted average shares, basic		330			168			329			168
Weighted average shares, diluted		400			235			383			209

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UAL ANNOUNCES SECOND QUARTER 2011 PROFIT/PAGE 8

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 transaction. Included in this investor release are pro forma financial information for the combined company for second quarter of 2010 and second 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 April 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 June 30,					% Increase / (Decrease)			Six Months Ended June 30,					% Increase / (Decrease)
	2011		2010 Pro Forma (A)						2011		2010 Pro Forma (A)
Total mainline fuel expense	$	2,568	$	2,015			27.4		$	4,704	$	3,694			27.3
Exclude impact of non-cash net mark-to-market (“MTM”) gains		—		(37	)		(100.0	)		—		(6	)		(100.0	)
Mainline fuel expense excluding MTM impact		2,568		1,978			29.8			4,704		3,688			27.5
Add: Regional fuel expense		659		462			42.6			1,195		864			38.3
Consolidated fuel expense excluding MTM impact		3,227		2,440			32.3			5,899		4,552			29.6
Exclude impact of fuel hedge settlements		278		(26	)		NM			432		(37	)		NM
Consolidated fuel expense excluding hedge impacts (a)	$	3,505	$	2,414			45.2		$	6,331	$	4,515			40.2
Mainline fuel consumption (gallons)		853		851			0.2			1,638		1,625			0.8
Mainline average jet fuel price per gallon (cents)		301.1		236.8			27.2			287.2		227.3			26.4
Mainline average jet fuel price per gallon excluding non-cash net MTM impact (cents)		301.1		232.4			29.6			287.2		227.0			26.5
Mainline average jet fuel price per gallon excluding fuel hedge impacts (cents)		333.6		229.4			45.4			313.6		224.7			39.6
Regional fuel consumption (gallons)		190		188			1.1			365		360			1.4
Regional average jet fuel price per gallon (cents)		346.8		245.7			41.1			327.4		240.0			36.4
Consolidated consumption (gallons)		1,043		1,039			0.4			2,003		1,985			0.9
Consolidated average jet fuel price per gallon (cents)		309.4		238.4			29.8			294.5		229.6			28.3
Consolidated average jet fuel price per gallon excluding non-cash net MTM impact (cents)		309.4		234.8			31.8			294.5		229.3			28.4
Consolidated average jet fuel price per gallon excluding fuel hedge impacts (cents)		336.0		232.3			44.6			316.1		227.5			38.9

(a) Beginning April 1, 2010, UAL designated substantially all of its outstanding fuel derivative contracts as cash flow hedges under GAAP. As of June 30, 2011, UAL has recognized $101 million of accumulated other comprehensive gains 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 $176 million and $348 million for the three months and six months ended June 30, 2011, respectively, of which $124 million and $52 million is included in regional capacity purchase expense and aircraft rentals, respectively, for the three months ended June 30, 2011 and $245 million and $103 million is included in regional capacity purchase expense and aircraft rentals, respectively, for the six months ended June 30, 2011 in our Statements of Consolidated Operations.

UAL ANNOUNCES SECOND QUARTER 2011 PROFIT/PAGE 9

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UNITED CONTINENTAL HOLDINGS, INC.

CONSOLIDATED NOTES (UNAUDITED)

(D) Special items include the following:

	Three Months Ended June 30,								Six Months Ended June  30,
(In millions)	2011		2010 Pro Forma (A)			2010			2011			2010 Pro Forma (A)			2010
Revenue - Chase co-branded marketing agreement modification	$	107	$	—		$	—		$	107		$	—		$	—
Integration-related costs		145		—			28			224			—			28
Aircraft (gains) losses on sale and related asset impairments		1		73			73			(1	)		96			90
Lease termination and other special charges		—		11			5			—			16			6
Total special charges		146		84			106			223			112			124
Operating non-cash MTM losses on undesignated fuel hedges		—		37			37			—			6			6
Loss on asset sales		—		10			10			—			10			10
Accelerated depreciation related to early asset retirement		—		5			5			—			9			9
Severance		—		1			1			—			(1	)		(1	)
Total special items operating expense impact		146		137			159			223			136			148
Total special items		39		137			159			116			136			148
Income tax benefit		—		(2	)		(2	)		—			(1	)		(1	)
Special items, net of tax	$	39	$	135		$	157		$	116		$	135		$	147

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 for the three and six months ended June 30, 2011.

Integration-related costs consist of expenses related to the merger and integration of United and Continental. As previously disclosed in the company’s Form 10-Q filed on April 21, 2011, UAL would be obligated under an indenture to issue to the Pension Benefit Guaranty Corporation up to $500 million aggregate principal amount of 8% Contingent Senior Notes (8% Notes) in up to eight equal tranches of $62.5 million if certain financial triggering events occur. A triggering event occurs when UAL’s EBITDAR, as defined in the 8% Notes indenture, exceeds $3.5 billion over the prior 12 months ending June 30 or Dec. 31 of any applicable fiscal year through 2017. As of June 30, 2011, a triggering event under the indenture occurred, and, as a result, UAL is obligated to issue one tranche of $62.5 million of the 8% Notes no later than Feb. 14, 2012. UAL recorded a liability for the fair value of the $62.5 million tranche in the second quarter of 2011 which totaled $49 million. This $49 million charge is being classified as an integration cost as the financial results of UAL, excluding Continental’s results, would not have resulted in a triggering event under the indenture. This is the first such occurrence of UAL’s obligation to issue a tranche of the 8% Notes.

Integration-related costs for the three and six months ended June 30, 2011, also include costs to terminate certain service contracts that will not be used by the company, 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.

UAL ANNOUNCES SECOND QUARTER 2011 PROFIT/PAGE 10

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2010 - Special Items

Second quarter aircraft and related asset impairments consist of a United $73 million impairment charge to reduce the carrying value of five non-operating Boeing 747 aircraft and 32 non-operating Boeing 737 aircraft to fair value. Year-to-date aircraft and related asset impairments include the second quarter item and 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.

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 planned 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) No federal income tax expense was recognized related to our pretax income for the three and six months ended June 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.

UAL ANNOUNCES SECOND QUARTER 2011 PROFIT/PAGE 11

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UNITED CONTINENTAL HOLDINGS, INC.

STATISTICS

	Three Months Ended June 30,						% Increase / (Decrease)			Six Months Ended June 30,						% Increase / (Decrease)
	2011			2010 Pro Forma (A)						2011			2010 Pro Forma (A)
Mainline:
Passengers (thousands)		25,107			25,610			(2.0	)		47,527			48,635			(2.3	)
Revenue passenger miles (millions)		47,485			47,486			—			88,751			89,159			(0.5	)
Available seat miles (millions)		56,481			55,871			1.1			108,858			107,495			1.3
Cargo ton miles (millions)		683			793			(13.9	)		1,369			1,518			(9.8	)
Passenger load factor:
Mainline		84.1	%		85.0	%		(0.9	) pts.		81.5	%		82.9	%		(1.4	) pts.
Domestic		86.7	%		86.6	%		0.1	pts.		84.1	%		84.2	%		(0.1	) pts.
International		81.4	%		83.3	%		(1.9	) pts.		78.9	%		81.6	%		(2.7	) pts.
Passenger revenue per available seat mile (cents)		12.15			11.14			9.1			11.60			10.58			9.6
Average yield per revenue passenger mile (cents)		14.46			13.11			10.3			14.23			12.76			11.5
Average fare per passenger	$	273.39		$	243.03			12.5		$	265.68		$	233.89			13.6
Cost per available seat mile (CASM) (cents):
CASM (a)		12.97			11.72			10.7			12.84			11.66			10.1
CASM, excluding special items (b)		12.71			11.47			10.8			12.64			11.54			9.5
CASM, excluding special items and fuel (b)		8.17			7.93			3.0			8.32			8.11			2.6
CASM, holding fuel rate and profit sharing constant, excluding special items (b)		11.67			11.47			1.7			11.73			11.54			1.6
Average price per gallon of jet fuel (cents) (c)		301.1			236.8			27.2			287.2			227.3			26.4
Average price per gallon of jet fuel excluding non-cash net MTM impact (cents) (c)		301.1			232.4			29.6			287.2			227.0			26.5
Average price per gallon of jet fuel excluding fuel hedge impact (cents) (c)		333.6			229.4			45.4			313.6			224.7			39.6
Fuel gallons consumed (millions)		853			851			0.2			1,638			1,625			0.8
Aircraft in fleet at end of period		708			697			1.6			708			697			1.6
Average stage length (miles) (d)		1,820			1,808			0.7			1,806			1,782			1.3
Average daily utilization of each aircraft (hours)		10:58			10:59			(0.2	)		10:44			10:46			(0.3	)
Regional:
Passengers (thousands)		11,893			12,033			(1.2	)		22,062			22,398			(1.5	)
Revenue passenger miles (millions)		6,760			6,810			(0.7	)		12,458			12,589			(1.0	)
Available seat miles (millions)		8,525			8,471			0.6			16,320			16,182			0.9
Passenger load factor		79.3	%		80.4	%		(1.1	) pts.		76.3	%		77.8	%		(1.5	) pts.
Passenger revenue per available seat mile (cents)		20.43			18.78			8.8			19.40			17.83			8.8
Average yield per revenue passenger mile (cents)		25.77			23.36			10.3			25.41			22.92			10.9
Aircraft in fleet at end of period		557			546			2.0			557			546			2.0
Average stage length (miles) (d)		561			557			0.7			557			550			1.3

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UAL ANNOUNCES SECOND QUARTER 2011 PROFIT/PAGE 12

UNITED CONTINENTAL HOLDINGS, INC.

STATISTICS (Continued)

	Three Months Ended June 30,						% Increase / (Decrease)			Six Months Ended June 30,						% Increase / (Decrease)
	2011			2010 Pro Forma (A)						2011			2010 Pro Forma (A)
Consolidated (Mainline and Regional):
Passengers (thousands)		37,000			37,643			(1.7	)		69,589			71,033			(2.0	)
Revenue passenger miles (millions)		54,245			54,296			(0.1	)		101,209			101,748			(0.5	)
Available seat miles (millions)		65,006			64,342			1.0			125,178			123,677			1.2
Passenger load factor		83.4	%		84.4	%		(1.0	) pts.		80.9	%		82.3	%		(1.4	) pts.
Passenger revenue per available seat mile (cents)		13.24			12.15			9.0			12.62			11.53			9.5
Total revenue per available seat miles (cents)		15.09			13.82			9.2			14.39			13.17			9.3
Average yield per revenue passenger mile (cents)		15.87			14.39			10.3			15.60			14.02			11.3
CASM (a)		13.85			12.48			11.0			13.72			12.43			10.4
CASM, excluding special items (b)		13.62			12.26			11.1			13.54			12.32			9.9
CASM, excluding special items and fuel (b)		8.66			8.47			2.2			8.83			8.64			2.2
CASM, holding fuel rate and profit sharing constant, excluding special items (b)		12.42			12.26			1.3			12.49			12.32			1.4
Average price per gallon of jet fuel (cents) (c)		309.4			238.4			29.8			294.5			229.6			28.3
Average price per gallon of jet fuel excluding non-cash net MTM impact (cents) (c)		309.4			234.8			31.8			294.5			229.3			28.4
Average price per gallon of jet fuel excluding fuel hedge impacts (cents) (c)		336.0			232.3			44.6			316.1			227.5			38.9
Fuel gallons consumed (millions)		1,043			1,039			0.4			2,003			1,985			0.9
Average full-time equivalent employees (thousands)		81.1			81.4			(0.4	)		81.7			81.8			(0.1	)

(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).

UAL ANNOUNCES SECOND QUARTER 2011 PROFIT/PAGE 13

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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 June 30,				$ Increase / (Decrease)			% Increase  / (Decrease)		Six Months Ended June 30,				$ Increase / (Decrease)			% Increase / (Decrease)
	2011		2010 Pro Forma (A)							2011		2010 Pro Forma (A)
Consolidated Operating Revenue	$	9,809	$	8,889	$	920			10.3	$	18,011	$	16,290	$	1,721			10.6
Less: Special revenue item (D)		107		—		107			NM		107		—		107			NM
Consolidated Operating Revenue, excluding special revenue item	$	9,702	$	8,889	$	813			9.1	$	17,904	$	16,290	$	1,614			9.9
Consolidated Operating Expenses	$	9,001	$	8,027	$	974			12.1	$	17,169	$	15,370	$	1,799			11.7
Less: Special items (D)		146		137		9			NM		223		136		87			NM
Consolidated Operating Expenses, excluding special items		8,855		7,890		965			12.2		16,946		15,234		1,712			11.2
Less: Consolidated fuel expense (excluding non-cash net MTM impact)		3,227		2,440		787			32.3		5,899		4,552		1,347			29.6
Less: Profit sharing programs, including taxes		90		83		7			8.4		90		83		7			8.4
Consolidated Operating Expenses, excluding fuel, profit sharing and special items	$	5,538	$	5,367	$	171			3.2	$	10,957	$	10,599	$	358			3.4
Net Income	$	538	$	611	$	(73	)		11.9	$	325	$	428	$	(103	)		24.1
Less: Special items, net (D)		39		135		(96	)		NM		116		135		(19	)		NM
Net Income, excluding special items	$	577	$	746	$	(169	)		22.7	$	441	$	563	$	(122	)		21.7
	Three Months Ended June 30, 2011									Six Months Ended June 30, 2011
Diluted earnings per share	$			1.39						$			0.88
Less: Special items, net				0.10									0.30
Diluted earnings per share, excluding special items	$			1.49						$			1.18

UAL ANNOUNCES SECOND QUARTER 2011 PROFIT/PAGE 14

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UNITED CONTINENTAL HOLDINGS, INC.

NON-GAAP FINANCIAL RECONCILIATION (Continued)

	Three Months Ended June 30,						Six Months Ended June 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)		12.97		11.72		10.7		12.84		11.66		10.1
Less: Special items (D)		0.26		0.25		NM		0.20		0.12		NM
CASM, excluding special items		12.71		11.47		10.8		12.64		11.54		9.5
Less: Fuel cost per available seat mile		4.54		3.54		28.2		4.32		3.43		25.9
CASM, excluding special items and fuel		8.17		7.93		3.0		8.32		8.11		2.6
Less: Profit sharing cost per available seat mile		0.16		0.15		6.7		0.09		0.08		12.5
CASM, excluding special items, fuel and profit sharing		8.01		7.78		3.0		8.23		8.03		2.5
Add: Profit sharing held constant at prior year expense per available seat mile		0.15		0.15		—		0.08		0.08		—
Add: Current year fuel cost at prior year fuel price per available seat mile		3.51		—		NM		3.42		—		NM
Add: Prior year fuel cost per available seat mile		—		3.54		NM		—		3.43		NM
CASM, holding fuel and profit sharing constant and excluding special items		11.67		11.47		1.7		11.73		11.54		1.6
CASM Consolidated Operations (cents)
Cost per available seat mile (CASM)		13.85		12.48		11.0		13.72		12.43		10.4
Less: Special items (D)		0.23		0.22		NM		0.18		0.11		NM
CASM, excluding special items		13.62		12.26		11.1		13.54		12.32		9.9
Less: Fuel cost per available seat mile		4.96		3.79		30.9		4.71		3.68		28.0
CASM, excluding special items and fuel		8.66		8.47		2.2		8.83		8.64		2.2
Less: Profit sharing cost per available seat mile		0.14		0.13		7.7		0.07		0.07		—
CASM, excluding special items, fuel and profit sharing		8.52		8.34		2.2		8.76		8.57		2.2
Add: Profit sharing held constant at prior year expense per available seat mile		0.13		0.13		—		0.07		0.07		—
Add: Current year fuel cost at prior year fuel price per available seat mile		3.77		—		NM		3.66		—		NM
Add: Prior year fuel cost per available seat mile		—		3.79		NM		—		3.68		NM
CASM, holding fuel and profit sharing constant and excluding special items		12.42		12.26		1.3		12.49		12.32		1.4

###

EX-99.2

Exhibit 99.2

Issue Date: Jul. 21, 2011

Investor Update

This investor update provides forward-looking information about United Continental Holdings, Inc. (the “Company” or “UAL”) for the third 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 third quarter consolidated domestic available seat miles (“ASM”) to be down between 1.0% and 2.0%, consolidated international ASM to be up between 0.5% and 1.5% and consolidated system ASM to be flat to down 1.0% year-over-year. The Company continues to refine its capacity plans in light of the current environment, and has reduced its expectation for full year capacity modestly. The Company now estimates full year consolidated domestic ASM to be down between 2.0% and 3.0%, consolidated international capacity to be up between 2.0% and 3.0% and consolidated system ASMs to be down 0.8% to up 0.2%.

Non-Fuel Expense Guidance

Third quarter consolidated cost per ASM (CASM), excluding fuel, profit sharing, certain accounting charges and merger-related expenses for the Company, is expected to be up 1.0% to 2.0%. For the full year, the Company estimates consolidated CASM, excluding fuel, profit sharing, certain accounting charges and merger-related expenses, will be up 1.0% to 2.0%.

Fuel Expense

The Company estimates its consolidated fuel price, including the impact of settled cash hedges, to be $3.18 per gallon for the third quarter and $3.10 per gallon for the full year based on the forward curve as of Jul. 18, 2011.

Non-Operating Income/(Expense)

Non-operating expense for the Company is estimated to be between $210 million and $220 million for the third quarter and between $920 million and $960 million for the full year. Non-operating income/(expense) includes interest expense, capitalized interest, interest income and other non-operating income/(expense).

Capital Expenditures and Scheduled Debt and Capital Lease Payments

In the third quarter, the Company expects approximately $290 million of gross capital expenditures and $250 million of net capital expenditures, both excluding purchase deposits of $54 million. For the full year, excluding approximately $200 million of purchase deposits, the Company expects gross capital expenditures to be approximately $1.0 billion and net capital expenditures to be approximately $900 million.

Scheduled debt and capital lease payments for the third quarter are estimated to be $0.3 billion. Full year scheduled debt and capital lease payments are estimated to be $2.2 billion. Including all debt pre-payments year-to-date, we expect debt and capital leases payments to be $2.5 billion for 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. In July, the Company made $33 million of cash contributions to its tax-qualified defined benefit pension plans for a total of $104 million in year-to-date contributions. The Company has a remaining minimum funding requirement of approximately $42 million for calendar year 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 2.7 points, mainline international advance booked seat factor is down 1.4 points, mainline Atlantic advance booked seat factor is down 5.4 points, mainline Pacific advance booked seat factor is down 1.2 points and mainline Latin America advance booked seat factor is up 1.5 points. Regional advance booked seat factor is up 0.7 points.

Company Outlook

Third Quarter 2011 Operational Outlook

	Estimated 3Q 2011		Year-Over-Year  % Change Higher/(Lower)1			Estimated Full Year 2011		Year-Over-Year  % Change Higher/(Lower)1
Capacity (Million ASM)
Mainline Capacity
Domestic		29,404 - 29,706		(2.8%) - (1.8	%)		110,956 - 112,105		(3.4%) - (2.4	%)
Atlantic		13,473 - 13,610		(1.4%) - (0.4	%)		49,109 - 49,590		2.2% - 3.2	%
Pacific		10,087 - 10,186		1.5% - 2.5	%		38,096 - 38,475		0.7% - 1.7	%
Latin America		4,822 - 4,868		4.5% - 5.5	%		20,108 - 20,301		4.2% - 5.2	%
Total Mainline Capacity		57,786 - 58,370		(1.2%) - (0.2	%)		218,269 - 220,471		(0.8%) - 0.2	%
Regional2		8,725 - 8,812		0.3% - 1.3	%		32,680 - 33,009		(1.1%) - (0.1	%)
Consolidated Capacity
Domestic		37,724 - 38,109		(2.0%) - (1.0	%)		142,090 - 143,554		(3.0%) - (2.0	%)
International		28,787 - 29,073		0.5% - 1.5	%		108,859 - 109,926		2.0% - 3.0	%
Total Consolidated Capacity		66,511 - 67,182		(1.0%) - 0.0	%		250,949 - 253,480		(0.8%) - 0.2	%
Traffic (Million RPM)
Mainline Traffic		Traffic guidance to be provided at future date
Domestic
Atlantic
Pacific
Latin America
Total Mainline System Traffic
Regional System Traffic2
Consolidated System Traffic
Domestic System
International System
Total Consolidated System Traffic
Load Factor
Mainline Load Factor		Load factor guidance to be provided at future date
Domestic
Atlantic
Pacific
Latin America
Total Mainline Load Factor
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

Third Quarter 2011 Financial Outlook

	Estimated 3Q 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		Revenue guidance to be provided at future date
Regional Passenger Unit Revenue
Consolidated Passenger Unit Revenue
Cargo and Other Revenue ($M)
Operating Expense2 (¢/ASM)
Mainline Unit Cost Excluding Profit Sharing		12.61 - 12.69			12.1% - 12.8	%		12.77 - 12.85			10.5% - 11.2	%
Regional Unit Cost		18.76 - 18.84			10.0% - 10.5	%		19.41 - 19.49			10.8% - 11.2	%
Consolidated Unit Cost Excluding Profit Sharing		13.42 - 13.50			11.8% - 12.4	%		13.63 - 13.71			10.5% - 11.1	%
Non-Fuel Expense2 (¢/ASM)
Mainline Unit Cost Excluding Fuel and Profit Sharing		7.82 - 7.90			1.3% - 2.3	%		8.17 - 8.25			1.5% - 2.5	%
Regional Unit Cost Excluding Fuel		11.63 - 11.71			(1.0%) - (0.3	%)		11.93 - 12.01			(1.3%) - (0.6	%)
Consolidated Unit Cost Excluding Fuel and Profit Sharing		8.32 - 8.40			1.0% - 2.0	%		8.66 - 8.74			1.0% - 2.0	%
Select Expense Measures ($M)
Aircraft Rent		$255						$1,010
Depreciation and Amortization		$400						$1,560
Fuel Expense
Mainline Fuel Consumption (Million Gallons)		880						3,300
Regional Fuel Consumption (Million Gallons)		190						740
Consolidated Fuel Consumption (Million Gallons)		1,070						4,040
Consolidated Fuel Price Excluding Hedges	$	3.26 / Gallon					$	3.22 / Gallon
Consolidated Fuel Price Including Cash Settled Hedges	$	3.18 / Gallon					$	3.10 / Gallon
Non-Operating Income/(Expense) ($M)	($	210) - ($220	)				($	920) - ($960	)
Income Taxes ($M)
Income Tax Rate		0	%					0	%
Capital Expenditures ($M)
Gross Capital Expenditures ex Purchase Deposits		$290						$1,000
Net Capital Expenditures ex Purchase Deposits		$250						$900
Purchase Deposits		$54						$200
Debt and Capital Lease Obligations ($B)
Scheduled Debt and Capital Lease Obligations 3		$0.3						$2.2

1. Year-over-year comparisons to 2010 pro forma financials for UAL

2. Excludes special items

3

Company Outlook

Fuel Hedge Positions by Quarter

As of Jul. 18, 2011, the Company had hedged approximately 51% of its remaining 2011 expected consolidated fuel consumption; further details are as follows:

		3Q 2011					4Q 2011					1Q 2012					Remaining 2011
		% of Expected Consumption			Weighted Average Strike Price		% 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)		12	%	$	90.43		10	%	$	92.03		2	%	$	94.43		11	%	$	91.14
Heating Oil Swaps	($/gal)		6	%		2.24		—					—					3	%		2.24
Jet Fuel Swaps	($/gal)		1	%		3.14		1	%		3.14		—					1	%		3.14
WTI Crude Oil Call Options	($/bbl)		14	%		96.00		12	%		98.79		2	%		99.40		13	%		97.33
Heating Oil Call Options	($/gal)		6	%		2.24		1	%		3.18		8	%		3.20		4	%		2.41
Jet Fuel Call Options	($/gal)		5	%		3.13		2	%		3.21		—					4	%		3.15
Heating Oil Collars	($/gal)		15	%		3.30 -2.63		14	%		3.33 -2.68		9	%		3.27 -2.74		15	%		3.32 -2.65
Total			59	%				40	%				21	%				51	%

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 Jul. 18, 2010:

Crude Oil Price*	Cash Settled Hedge Impact ($/gal)	1Q11		2Q11		3Q11			4Q11			FY11
$120 per Barrel	Fuel Price Excluding Hedge**	$	2.94	$	3.37	$	3.83		$	3.87		$	3.51
	Increase/(Decrease) to Fuel Expense	$	0.00	$	0.00	($	0.38	)	($	0.33	)	($	0.29	)
$110 per Barrel	Fuel Price Excluding Hedge**	$	2.94	$	3.37	$	3.59		$	3.63		$	3.39
	Increase/(Decrease) to Fuel Expense	$	0.00	$	0.00	($	0.22	)	($	0.13	)	($	0.20	)
$100 per Barrel	Fuel Price Excluding Hedge**	$	2.94	$	3.37	$	3.36		$	3.40		$	3.27
	Increase/(Decrease) to Fuel Expense	$	0.00	$	0.00	($	0.09	)	$	0.03		($	0.12	)
$95.93 per Barrel	Fuel Price Excluding Hedge**	$	2.94	$	3.37	$	3.26		$	3.30		$	3.22
	Increase/(Decrease) to Fuel Expense	$	0.00	$	0.00	$	0.00		$	0.00		$	0.00
$90 per Barrel	Fuel Price Excluding Hedge**	$	2.94	$	3.37	$	3.12		$	3.16		$	3.15
	Increase/(Decrease) to Fuel Expense	$	0.00	$	0.00	($	0.02	)	$	0.07		($	0.09	)
$80 per Barrel	Fuel Price Excluding Hedge**	$	2.94	$	3.37	$	2.88		$	2.92		$	3.03
	Increase/(Decrease) to Fuel Expense	$	0.00	$	0.00	$	0.04		$	0.14		($	0.06	)
$70 per Barrel	Fuel Price Excluding Hedge**	$	2.94	$	3.37	$	2.64		$	2.68		$	2.91
	Increase/(Decrease) to Fuel Expense	$	0.00	$	0.00	$	0.12		$	0.23		($	0.02	)

* Projected impacts assume a common, parallel jet fuel refining crack spread consistent with Jul. 18, 2011 forward prices and a parallel crude forward price curve consistent with Jul. 18, 2011 forward prices. Row headings refer to illustrative spot closing prices on Jul. 18, 2011.

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

4

Company Outlook

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.

	3Q 2011 (Estimated)
Net Income	Basic Share Count (in millions)		Diluted Share  Count (in millions)		Interest Add-back (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)
Net Income	Basic Share Count (in millions)		Diluted Share Count (in millions)		Interest Add-back (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 - $1,485 million		329		394		59
$1,486 million or greater		329		399		76

Fleet Plan

As of Jul. 21, 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 2011D			4Q 2011D			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	)		—			157		(1	)
B737-500/700/800/900		240		1			(1	)		(2	)		—			238		(2	)
A319/A320		152		—			—			—			—			152		—
Total Mainline Aircraft		710		—			(2	)		(4	)		(1	)		703		(7	)
	Regional Aircraft
	YE 2010		1Q 2011 D			2Q 2011 D			3Q 2011D			4Q 2011D			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	)		(1	)		1,261		(1	)

5

Company Outlook

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.

	3Q 2011 Estimate						FY 2011 Estimate
Mainline operating expense per ASM – CASM (cents)	Low			High			Low			High
Mainline operating expense excluding profit sharing		12.61			12.69			12.77			12.85
Special items and other exclusions (a)		—			—			—			—
Mainline operating expense excluding profit sharing and special items (b)		12.61			12.69			12.77			12.85
Less: fuel expense (c)		(4.79	)		(4.79	)		(4.60	)		(4.60	)
Mainline operating expense excluding fuel, profit sharing and special items (c)		7.82			7.90			8.17			8.25
Regional expense per ASM – CASM (cents)	Low			High			Low			High
Regional operating expense		18.76			18.84			19.41			19.49
Less: Regional fuel expense		(7.13	)		(7.13	)		(7.48	)		(7.48	)
Regional CASM excluding fuel		11.63			11.71			11.93			12.01
Consolidated operating expense per ASM – CASM (cents)	Low			High			Low			High
Consolidated operating expense excluding profit sharing		13.42			13.50			13.63			13.71
Special items and other exclusions (a)		—			—			—			—
Consolidated operating expense excluding profit sharing and special items (b)		13.42			13.50			13.63			13.71
Less: fuel expense (c)		(5.10	)		(5.10	)		(4.97	)		(4.97	)
Consolidated expense excluding fuel, profit sharing and special items (c)		8.32			8.40			8.66			8.74

(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.

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

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