Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM10-K
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

ual-20201231_g1.jpg

Commission File NumberExact Name of Registrant as Specified in its Charter, Principal Executive Office Address and Telephone NumberState of IncorporationI.R.S. Employer Identification No.
001-06033United Airlines Holdings, Inc.Delaware36-2675207
233 South Wacker Drive,Chicago,Illinois60606
(872)825-4000
001-10323United Airlines, Inc.Delaware74-2099724
233 South Wacker Drive,Chicago,Illinois60606
(872)825-4000

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
United Airlines Holdings, Inc.Common Stock, $0.01 par valueUALThe Nasdaq Stock Market LLC
Preferred Stock Purchase RightsThe Nasdaq Stock Market LLC
United Airlines, Inc.NoneNoneNone

Securities registered pursuant to Section 12(g) of the Act:

United Airlines Holdings, Inc.None
United Airlines, Inc.None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act

United Airlines Holdings, Inc.Yes☒No☐United Airlines, Inc.Yes☒No☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

United Airlines Holdings, Inc.Yes☐No☒United Airlines, Inc.Yes☐No☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

United Airlines Holdings, Inc.Yes☒No☐United Airlines, Inc.Yes☒No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this Chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

United Airlines Holdings, Inc.Yes☒No☐United Airlines, Inc.Yes☒No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

United Airlines Holdings, Inc.Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐
United Airlines, Inc.Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☐Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

United Airlines Holdings, Inc.☐United Airlines, Inc.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

United Airlines Holdings, Inc.☒United Airlines, Inc.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

United Airlines Holdings, Inc.Yes☐No☒
United Airlines, Inc.Yes☐No☒

The aggregate market value of common stock held by non-affiliates of United Airlines Holdings, Inc. was $10.0 billion as of June 30, 2020 based on the closing sale price of $34.61 on that date. There is no market for United Airlines, Inc. common stock.

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of February 24, 2021.

United Airlines Holdings, Inc.318,476,280shares of common stock ($0.01 par value)
United Airlines, Inc.1,000shares of common stock ($0.01 par value) (100% owned by United Airlines Holdings, Inc.)

This combined Form 10-K is separately filed by United Airlines Holdings, Inc. and United Airlines, Inc.

OMISSION OF CERTAIN INFORMATION

United Airlines, Inc. meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and is therefore filing this form with the reduced disclosure format allowed under that General Instruction.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information required by Items 10, 11, 12 and 13 of Part III of this Form 10-K is incorporated by reference for United Airlines Holdings, Inc. from its definitive proxy statement for its 2021 Annual Meeting of Stockholders.

United Airlines Holdings, Inc. and Subsidiary Companies

United Airlines, Inc. and Subsidiary Companies

Annual Report on Form 10-K

For the Year Ended December 31, 2020

Page
PART I
Item 1.Business3
Item 1A.Risk Factors13
Item 1B.Unresolved Staff Comments32
Item 2.Properties32
Item 3.Legal Proceedings34
Item 4.Mine Safety Disclosures34
PART II
Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities34
Item 6.Selected Financial Data35
Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations37
Item 7A.Quantitative and Qualitative Disclosures About Market Risk50
Item 8.Financial Statements and Supplementary Data51
Combined Notes to Consolidated Financial Statements69
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure108
Item 9A.Controls and Procedures108
Item 9B.Other Information111
PART III
Item 10.Directors, Executive Officers and Corporate Governance112
Item 11.Executive Compensation113
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters113
Item 13.Certain Relationships and Related Transactions, and Director Independence113
Item 14.Principal Accountant Fees and Services114
PART IV
Item 15.Exhibits and Financial Statement Schedules115
Item 16.Form 10-K Summary115

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

PART I

Next: Item 1. BUSINESS.