United Airlines Holdings (UAL) 10-K risk factor changes: FY2020 vs FY2019

Any of the following risks could materially and adversely affect the Company's business, operating results, financial condition and the actual outcome of matters as to which forward-looking statements are made in this report.* [added: *Risks not currently known to the Company or that the Company currently deems to be immaterial may also materially and adversely affect the Company's business, operating results, financial condition and the actual outcome of matters as to which forward-looking statements are made in this report.*]

[removed: If] [added: If] we [removed: do not successfully execute our strategic operating plan, or if] [added: cannot maintain] our [removed: strategic operating plan is unsuccessful,] [added: costs at a competitive level, then] our business, operating results and financial condition could [added: continue to] be materially and adversely [removed: affected.][added: affected.]

[removed: We] [added: In recent years, we] have announced several strategic [removed: plans in recent years,] [added: operating plans,] including several revenue-generating initiatives and plans to optimize our revenue, such as our plans to add capacity, including international expansion and new or increased service to mid-size airports, [removed: and] initiatives and plans to optimize and control our [removed: costs.][added: costs and opportunities to enhance our segmentation and improve the customer experience at all points in air travel.]

In developing our strategic operating [removed: plan,] [added: plans,] we make certain assumptions, including, but not limited to, those related to customer demand, competition, market consolidation, the availability of aircraft and the global economy.

Actual economic, market and other conditions [added: have been and] may [added: continue to] be different from our assumptions.

If we do not successfully execute [added: or adjust] our strategic operating [removed: plan,] [added: plans in the long-term,] or if actual results [added: continue to] vary significantly from our [added: prior assumptions or vary significantly from our future] assumptions, our business, operating results and financial condition could be materially and adversely impacted.

This increased competition in both domestic and international markets may have [added: a material adverse effect on the Company's business, operating results and financial condition.]

[added: A prolonged period of time operating] a [added: reduced fleet in these circumstances could result in a] material adverse effect on the Company's [removed: business,] operating results and financial condition.

During the year ended December 31, [removed: 2019,] [added: 2020,] the Company's fuel expense was approximately [removed: $9.0] [added: $3.2] billion.

To the extent that the Company decides to hedge a portion of its future fuel requirements and uses hedge contracts that have the potential to create an obligation [added: to pay upon settlement if fuel prices decline significantly, such hedge contracts may limit the Company's ability to benefit fully from lower fuel prices in the future.]

The Company relies heavily on technology and automated systems to operate its business and any significant failure or disruption [removed: of] [added: of, or failure to effectively integrate and implement,] the technology or these systems could materially harm its business.

The Company depends on automated systems and technology to operate its business, including, but not limited to, computerized airline reservation systems, [added: electronic tickets, electronic airport kiosks,] demand prediction software, flight operations systems, [added: in-flight wireless internet, cloud-based technologies,] revenue management systems, accounting systems, technical and business operations systems, telecommunication systems and commercial websites and applications, including www.united.com and the United Airlines app.

Substantial or repeated systems failures or disruptions, including failures or disruptions related to the Company's complex integration of systems, could reduce the attractiveness of the Company's services versus those of its competitors, materially impair its ability to market its services and operate its flights, result in the unauthorized release of [removed: confidential or otherwise protected information, result in increased costs, lost revenue and the loss or compromise of important data, and may adversely affect the Company's business, operating results and financial condition.]

The Company has engaged third-party service providers to perform a large number of functions that are integral to its business, including regional operations, operation of customer service call centers, distribution and sale of airline seat inventory, provision of information technology infrastructure and services, transmitting or uploading of data, provision of aircraft maintenance and repairs, provision of various [removed: utilities,] [added: utilities and] performance of [added: airport ground services,] aircraft fueling operations and catering services, among other vital functions and services.

The Company could experience adverse publicity, harm to its brand, reduced travel [removed: demand and] [added: demand,] potential tort liability [added: and voluntary or mandatory operational restrictions] as a result of an accident, catastrophe or incident involving its aircraft or its operations, the aircraft or operations of its regional carriers, the aircraft or operations of its codeshare partners, or the aircraft or operations of another airline, which may result in a material adverse effect on the Company's business, operating results and financial condition.

[removed: Such] [added: Negative] public [removed: perception] [added: perceptions] could, in turn, result in adverse publicity for the Company, cause harm to the Company's brand and reduce travel demand on the Company's flights, or the flights of its codeshare partners or regional carriers.

[removed: In addition,] [added: Further,] any such accident, catastrophe or incident involving the Company, its regional carriers or its codeshare partners could expose the Company to [removed: significant tort liability.]

In our regular business operations, we collect, [removed: transmit, process and] [added: process,] store [added: and transmit to commercial partners] sensitive data, including personal information of our customers and employees such as payment processing information and information of our business partners.

The Company must manage increasing legislative, regulatory and consumer focus on privacy issues and data [removed: security.][added: security in a variety of jurisdictions across the globe.]

For example, [removed: in May 2018,] the EU's General Data Protection Regulation [removed: became effective, which] imposes significant privacy and data security requirements, as well as potential for substantial penalties for [removed: non-compliance.][added: non-compliance that have resulted in substantial adverse financial consequences to non-compliant companies.]

The Company will continue its efforts to meet its privacy and data security obligations; however, it is possible that certain new obligations or customer expectations may be difficult to meet and could [added: require changes in the Company's operating processes and] increase the Company's costs.

Our [removed: network] [added: network,] systems and storage applications, and those systems and [removed: storage and other business] applications maintained by our third-party [removed: providers,] [added: commercial partners (such as credit card companies and international airline partners),] may be subject to attempts to gain unauthorized access, breach, malfeasance or other system disruptions.

While we continually work to safeguard our internal [removed: network systems,] [added: network, systems and applications,] including through risk assessments, system monitoring, [removed: information] [added: cybersecurity and data protection] security [removed: policies] [added: policies, processes] and [added: technologies and] employee awareness and training, and [removed: review and validate our] [added: require] third-party security standards, there is no assurance that such actions will be sufficient to prevent cyber-attacks or data breaches.

The loss, disclosure, misappropriation of or access to [added: sensitive Company information,] customers', employees' or business partners' information or the Company's failure to meet its obligations could result in legal claims or proceedings, penalties and remediation costs.

[added: A] significant data breach or the Company's failure to meet its obligations may adversely affect the Company's [added: operations,] reputation, relationships with our business partners, business, operating results and financial condition.

[removed: The mandatory grounding] [added: Continued restrictions on the use] of [removed: our] [added: the] Boeing 737 MAX [removed: 9] [added: aircraft, and the inability to accept or integrate new] aircraft [added: into our fleet as planned,] may have a material adverse effect on our business, operating results and financial condition.

On March 13, 2019, the [removed: Federal Aviation Administration] [added: FAA] issued an emergency order prohibiting the operation of Boeing 737 MAX series aircraft by U.S. certificated operators (the "FAA Order").

As a result, the Company grounded all 14 Boeing 737 MAX 9 aircraft in its [removed: fleet] [added: fleet,] and Boeing also suspended deliveries of new Boeing 737 MAX series aircraft.

In 2019, the grounding affected the delivery of 16 Boeing 737 MAX aircraft that were scheduled for delivery [added: in 2019] and were not delivered, and it [removed: is] also [removed: expected to affect] [added: affected] the timing of future Boeing 737 MAX aircraft deliveries, including the [removed: 28] Boeing 737 MAX aircraft [removed: that] [added: of which] the Company planned to take delivery in 2020.

The extent of the delay of future deliveries is expected to be impacted by [removed: the length of time the FAA Order remains in place,] Boeing's production rate and the pace at which Boeing can deliver [removed: aircraft following the lifting of the FAA Order,] [added: aircraft,] among other [removed: factors.][added: factors, and these factors have been and could continue to be significantly impacted by the COVID-19 pandemic.]

[removed: The Company continues] [added: In response] to [removed: make] [added: the grounding of the Boeing 737 MAX aircraft, the Company made] adjustments to its flight schedule and operations, including substituting replacement aircraft on routes originally intended to be flown by Boeing 737 MAX aircraft.

[removed: The] [added: In 2019 and early 2020, the] grounding [removed: has] impacted the Company's ability to implement its strategic growth strategy, reducing the Company's scheduled capacity from its planned capacity, and [removed: has] resulted in increased costs as well as lower operating revenue.

The Company [removed: has] had discussions with Boeing regarding compensation from Boeing for the Company's financial damages related to the grounding of the airline's Boeing 737 MAX [removed: aircraft; however, the parties have not agreed to any settlement,] [added: aircraft,] and [added: in March 2020,] the [removed: amount, nature and timing of any] [added: Company entered into a confidential] settlement with Boeing [removed: remains uncertain.][added: with respect to compensation for financial damages incurred in 2019.]

The Company's business and operations are dependent on its regional flight network, with regional capacity accounting for approximately [removed: 11%] [added: 14.6%] of the Company's total capacity for the year ended December 31, [removed: 2019.][added: 2020.]

Although the Company has agreements with its regional carriers that include contractually agreed performance metrics, each regional carrier is a separately certificated commercial air [removed: carrier] [added: carrier,] and the Company does not control the operations of these carriers.

[removed: If] [added: If, as] a [added: result of the COVID-19 pandemic, the pilot shortage or another] significant disruption [removed: occurs] to [removed: the Company's] [added: our] regional [removed: network or flights or if] [added: network,] one or more of the regional carriers with which the Company has relationships is unable to perform [removed: their] [added: its] obligations over an extended period of time, there could be a material adverse effect on the Company's business, operating results and financial condition.

Defending ourselves in these matters may be time-consuming, expensive and disruptive to normal business operations and may [added: result in significant expense and a diversion of management's time and attention from the operation of our business, which could impede our ability to achieve our business objectives.]

Under our charter and certain indemnification agreements that we have entered into (and may in the future enter into) with our officers, directors and certain third parties, we [removed: could be required to indemnify and advance expenses to them in connection with their involvement in certain actions, suits, investigations and other proceedings.]

An important part of our strategy to expand our global network [removed: includes] [added: has included] making significant investments in airlines both domestically and in other parts of the world and expanding our commercial relationships with these carriers.

For example, in January 2019, we completed the acquisition of a 49.9% interest in ManaAir [removed: LLC,] [added: LLC ("ManaAir"),] which, as of immediately following the closing of that investment, owns 100% of the equity interests in [removed: ExpressJet Airlines LLC, a domestic regional airline.][added: ExpressJet.]

Risk Factor Summary

The following is a summary of the principal risks that could adversely affect, or have adversely affected, the Company's business, operating results and financial condition:

- The adverse impacts of the ongoing COVID-19 global pandemic, and possible outbreaks of another disease or similar public health threat in the future, on our business, operating results, financial condition, liquidity and near-term and long-term strategic operating plan, including possible additional adverse impacts resulting from the duration and spread of the pandemic;

- Unfavorable economic and political conditions in the United States and globally;

- The highly competitive nature of the global airline industry and susceptibility of the industry to price discounting and changes in capacity;

- High and/or volatile fuel prices or significant disruptions in the supply of aircraft fuel;

- Our reliance on technology and automated systems to operate our business and the impact of any significant failure or disruption of, or failure to effectively integrate and implement, the technology or systems;

- Our reliance on third-party service providers and the impact of any failure of these parties to perform as expected, or interruptions in our relationships with these providers or their provision of services;

- Adverse publicity, harm to our brand, reduced travel demand and potential tort liability as a result of an accident, catastrophe or incident involving us, our regional carriers, our codeshare partners, or another airline;

- Terrorist attacks, international hostilities or other security events, or the fear of terrorist attacks or hostilities, even if not made directly on the airline industry;

- Increasing privacy and data security obligations or a significant data breach;

- Disruptions to our regional network and United Express flights provided by third-party regional carriers;

- The failure of our significant investments in other airlines, including AVH and its affiliates, and the commercial relationships that we have with those carriers, to produce the returns or results we expect;

- Further changes to the airline industry with respect to alliances and JBAs or due to consolidations;

- Changes in our network strategy or other factors outside our control resulting in less economic aircraft orders, costs related to modification or termination of aircraft orders or entry into less favorable aircraft orders;

- Our reliance on single suppliers to source a majority of our aircraft and certain parts, and the impact of any failure to obtain timely deliveries, additional equipment or support from any of these suppliers;

- The impacts of union disputes, employee strikes or slowdowns, and other labor-related disruptions on our operations;

- Extended interruptions or disruptions in service at major airports where we operate;

- The impacts of the United Kingdom's withdrawal from the EU on our operations in the United Kingdom and elsewhere;

- The impacts of seasonality and other factors associated with the airline industry;

- Our failure to realize the full value of our intangible assets or our long-lived assets, causing us to record impairments;

- Any damage to our reputation or brand image;

- The limitation of our ability to use our net operating loss carryforwards and certain other tax attributes to offset future taxable income for U.S. federal income tax purposes;

- The costs of compliance with extensive government regulation of the airline industry;

- Costs, liabilities and risks associated with environmental regulation and climate change;

- Continued restrictions on the use of our Boeing 737 MAX aircraft and our inability to accept or integrate new aircraft into our fleet as planned;

- The impacts of our significant amount of financial leverage from fixed obligations, the possibility we may seek material amounts of additional financial liquidity in the short-term and insufficient liquidity on our financial condition and business;

- Failure to comply with the covenants in the MileagePlus Financing agreements, resulting in the possible acceleration of the MileagePlus indebtedness, foreclosure upon the collateral securing the MileagePlus indebtedness or the exercise of other remedies;

- Failure to comply with financial and other covenants governing our other debt;

- Changes in, or failure to retain, our senior management team or other key employees;

- Current or future litigation and regulatory actions, or failure to comply with the terms of any settlement, order or arrangement relating to these actions; and

- Increases in insurance costs or inadequate insurance coverage.

For a more complete discussion of the material risks facing the Company's business, see below.

Risks Relating to COVID-19

The global pandemic resulting from a novel strain of coronavirus has had an adverse impact that has been material to the Company's business, operating results, financial condition and liquidity, and the duration and spread of the pandemic could result in additional adverse impacts.

The novel coronavirus (COVID-19) pandemic, together with the measures implemented or recommended by governmental authorities and private organizations in response to the pandemic, has had an adverse impact that has been material to the Company's business, operating results, financial condition and liquidity.

Measures such as "shelter in place" or quarantine requirements, international and domestic travel restrictions or advisories, limitations on public gatherings, social distancing recommendations, remote work arrangements and closures of tourist destinations and attractions, as well as consumer perceptions of the safety, ease and predictability of air travel, have contributed to a precipitous decline in passenger demand and bookings for both business and leisure travel.

The Company began experiencing a significant decline in international and domestic demand related to COVID-19 during the first quarter of 2020.

The decline in demand caused a material deterioration in our revenues in 2020, resulting in a net loss of $7.1 billion.

The full extent of the ongoing impact of COVID-19 on the Company's longer-term operational and financial performance will depend on future developments, including those outside our control related to the efficacy and speed of vaccination programs in curbing the spread of the virus, the introduction and spread of new variants of the virus which may be resistant to currently approved vaccines, passenger testing requirements, mask mandates or other restrictions on travel, all of which are highly uncertain and cannot be predicted with certainty.

We also continue to explore opportunities to enhance our segmentation, including the introduction of Polaris, Basic Economy and United Premium Plus, and are implementing many programs and policies to improve the customer experience at all points in air travel.

In 2019, our capacity growth was lower than planned due to the grounding of Boeing 737 MAX aircraft, among other factors, which adversely impacted our ability to execute our strategic operating plans.

If we cannot maintain our costs at a competitive level, then our business, operating results and financial condition could be materially and adversely affected.

to pay upon settlement if fuel prices decline significantly, such hedge contracts may limit the Company's ability to benefit fully from lower fuel prices in the future.

Recent penalties imposed by regulators have resulted in substantial adverse financial consequences to those companies.

The Company does not know whether, on what conditions or when the MAX grounding will end.

The long-term operational and financial impact of this grounding is uncertain and could negatively affect the Company based on a number of factors, including, among others, the period of time the aircraft are unavailable, the availability of replacement aircraft, to the extent needed, and the circumstances of any reintroduction of the grounded aircraft to service.

result in significant expense and a diversion of management's time and attention from the operation of our business, which could impede our ability to achieve our business objectives.

preferred shares, which maybe be deposited with the depositary for AVH's American Depositary Receipts ("ADRs"), the class of AVH securities that trades on the New York Stock Exchange (the "NYSE"), in exchange for 64.5 million ADRs) (such shares and equity, collectively, the "BRW Loan Collateral").

BRW is currently in default under the BRW Term Loan Agreement.

In connection with the delivery by United of a notice of default to BRW, Kingsland Holdings Limited ("Kingsland"), AVH's largest minority shareholder, was granted, in accordance with the agreements related to the BRW Term Loan Agreement, authority to manage BRW, which remains the majority shareholder of AVH.

After a hearing on September 26, 2019, a New York state court granted Kingsland summary judgment authorizing it to foreclose on the BRW Loan Collateral under the BRW Term Loan Agreement.

Kingsland is continuing with the foreclosure process, which is expected to result in a judicially supervised sale of the BRW Loan Collateral.

The repayment of the BRW Term Loan is dependent on this judicial foreclosure process and there is no assurance that a judicial foreclosure sale will be completed, or, if completed, will result in the full satisfaction of all of the obligations under the BRW Term Loan.

Our ability to enforce a deficiency judgment against BRW in the event that the proceeds from the sale of the BRW Loan Collateral in the judicial foreclosure are insufficient to repay the full amount of the BRW Term Loan may be limited.

Any of these circumstances may lead to a loss or delay in the repayment of the BRW Term Loan.

Further, the amount we receive from the foreclosure sale of the BRW Loan Collateral may be inadequate to fully pay the amounts owed to us by BRW and our costs incurred to foreclose, repossess and sell the property.

In December 2019, United provided such a convertible term loan to AVH under the Convertible Loan Agreement in the aggregate amount of $150 million (the "AVH Convertible Loan").

While AVH has successfully carried out its debt restructuring plan to date, there is no guarantee that such debt restructuring plan will improve AVH's long-term financial condition, United's exposure to which has increased with the completion of the AVH Convertible Loan.

In addition, the value of the BRW Loan Collateral and the collateral securing the AVH Convertible Loan is subject to market and other conditions.

Changes in the aviation market may adversely affect the value of the BRW Loan Collateral and the collateral securing the AVH Convertible Loan and thereby lower the value to be derived from a foreclosure or other exercise of remedies with respect to the BRW Term Loan Agreement or the AVH Convertible Loan.

actions designed to disrupt the Company's normal operations, in an attempt to pressure the Company in collective bargaining negotiations.

In December 2019, a novel strain of coronavirus ("COVID-19") was reported in Wuhan, China.

The World Health Organization has declared COVID-19 to constitute a "Public Health Emergency of International Concern." On January 30, 2020, the U.S. Department of State issued a Level 4 "do not travel" advisory for China.

The U.S. government has also implemented enhanced screenings, quarantine requirements and travel restrictions in connection with the COVID-19 outbreak.

The Company has suspended its flights between the United States and each of Beijing, Chengdu, Shanghai and Hong Kong through April 24, 2020.

These routes represented approximately 5% of the Company's 2020 planned capacity and the Company's other trans-Pacific routes represented an additional 10% of the Company's 2020 planned capacity.

As of the date of this report, the Company is experiencing an approximately 100% decline in near-term demand to China and an approximately 75% decline in near-term demand on the rest of the Company's trans-Pacific routes.

The extent of the impact of the COVID-19 on the Company's operational and financial performance will depend on future developments, including the duration and spread of the outbreak and related travel advisories and restrictions and the impact of the COVID-19 on overall demand for air travel, all of which are highly uncertain and cannot be predicted.

If traffic on the Company's trans-Pacific routes were to remain at these levels for an extended period, and/or routes in other parts of the Company's network begin to see significant declines in demand, our results of operations for full year 2020 may be materially adversely affected.

Laws, regulations, taxes and airport rates and charges, both

These regulations have caused mainline airlines to hire regional pilots, while simultaneously significantly reducing the pool of new pilots from which regional carriers themselves can hire.

Although this is an industry issue, it directly affects the Company and has required it to reduce regional partner flying, as several regional partners have experienced difficulty flying their schedules due to reduced pilot availability.

Additionally, a change in law,

In June 2016, United Kingdom ("UK") voters approved an advisory referendum for the UK to exit the EU.

The UK parliament voted in favor of allowing the government to commence negotiations to determine the future terms of the UK's relationship with the EU, including the terms of trade between the UK and the EU and other nations.

The nature and terms of the UK's relationship with the EU after the transition period remain uncertain.

European operations more specifically, and no assurance can be given that our operating results, financial condition and prospects would not be adversely impacted by the result.

As announced in July 2017, LIBOR is expected to be phased out by the end of 2021.

| | |

The following discussion provides an analysis of our results of operations and reasons for material changes therein for [removed: 2019] [added: 2020] as compared to [removed: 2018.][added: 2019.]

Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's [removed: 2018] [added: 2019] Annual Report on Form 10-K, filed with the SEC on February [removed: 28, 2019] [added: 25, 2020] (the [removed: "2018] [added: "2019] Annual Report"), for analysis of the [removed: 2018] [added: 2019] results as compared to [removed: 2017.][added: 2018.]

| | [removed: 2019] | | [added: 2020] | | [removed: 2018] | | | | [added: 2019 | | | | | |] Increase (Decrease) | | | | [added: | |] % Change | | [added: |]

| Other operating revenue | [added: | | 1,902 | | | | | |] 2,455 | | | | [removed: 2,360] | | [added: (553)] | | [removed: 95] | | | | [removed: 4.0] [added: (22.5)] | | [added: |]

| Total operating revenue | [added: | |] $ | [removed: 43,259] [added: 15,355] | | | [added: | |] $ | [removed: 41,303] [added: 43,259] | | | [added: | |] $ | [removed: 1,956] [added: (27,904)] | | | [removed: 4.7] | | [added: (64.5) | | |]

The table below presents [removed: selected] passenger revenue and [added: select] operating data of the Company, broken out by geographic region, expressed as year-over-year changes:

| | | [added: | | | |] Increase (decrease) from [removed: 2018 (a):] [added: 2019:] | | | | | | | | | | | | | | [added: | | | | | | | | | | | | |]

| | | [added: | | | |] Domestic | | | [added: | | |] Atlantic | | | [added: | | |] Pacific | | | [added: | | |] Latin | | | [added: | | |] Total | | [added: |]

| [removed: (a)] [added: Note:] See Part II, Item 6. Selected Financial Data, of this report for the definition of these statistics. | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | |]

| Salaries and related costs | [added: | |] $ | [removed: 12,071] [added: 9,522] | | | [added: | |] $ | [removed: 11,458] [added: 12,071] | | | [added: | |] $ | [removed: 613] [added: (2,549)] | | | [removed: 5.3] | | [added: (21.1) | | |]

| Regional capacity purchase | [added: | | 2,039 | | | | | |] 2,849 | | | | [removed: 2,649] | | [added: (810)] | | [removed: 200] | | | | [removed: 7.6] [added: (28.4)] | | [added: |]

| Landing fees and other rent | [added: | | 2,127 | | | | | |] 2,543 | | | | [removed: 2,449] | | [added: (416)] | | [removed: 94] | | | | [removed: 3.8] [added: (16.4)] | | [added: |]

| Depreciation and amortization | [added: | | 2,488 | | | | | |] 2,288 | | | | [removed: 2,165] | | [added: 200] | | [removed: 123] | | | | [removed: 5.7] [added: 8.7] | | [added: |]

| Aircraft maintenance materials and outside repairs | [added: | | 858 | | | | | |] 1,794 | | | | [removed: 1,767] | | [added: (936)] | | [removed: 27] | | | | [removed: 1.5] [added: (52.2)] | | [added: |]

| [removed: Special] [added: Total special] charges | [removed: 246] | | [removed: | | 487 |] [added: $] | [added: (2,616)] | | [removed: (241] | | [removed: )] | [added: $] | [removed: NM] [added: 246] | |

| Other operating expenses | [added: | | 3,486 | | | | | |] 6,275 | | | | [removed: 5,801] | | [added: (2,789)] | | [removed: 474] | | | | [removed: 8.2] [added: (44.4)] | | [added: |]

| Total operating expenses | [added: | |] $ | [removed: 38,958] [added: 21,714] | | | [added: | |] $ | [removed: 38,074] [added: 38,958] | | | [added: | |] $ | [removed: 884] [added: (17,244)] | | | [removed: 2.3] | | [added: (44.3) | | |]

The table below presents the significant changes in aircraft fuel cost per [added: gallon for the years ended December 31 (in millions, except percentage changes and per gallon data):]

| | | [removed: 2019] | | | | [removed: 2018] [added: 2020] | | | | [removed: % Change] | | [added: 2019 | | | | | | % Change | | |]

| Fuel expense | | [added: | | | |] $ | [removed: 8,953] [added: 3,153] | | | [added: | |] $ | [removed: 9,307] [added: 8,953] | | | [removed: (3.8] | [removed: )] | [added: (64.8) | | |]

| Total fuel consumption (gallons) | | [removed: 4,292] | | | | [removed: 4,137] [added: 2,004] | | | | [removed: 3.7] | | [added: 4,292 | | | | | | (53.3) | | |]

| Average price per gallon | | [added: | | | |] $ | [removed: 2.09] [added: 1.57] | | | [added: | |] $ | [removed: 2.25] [added: 2.09] | | | [removed: (7.1] | [removed: )] | [added: (24.9) | | |]

Aircraft rent decreased [removed: $145] [added: $90] million, or [removed: 33.5%,] [added: 31.3%,] in [removed: 2019] [added: 2020] as compared to [removed: 2018,] [added: 2019,] primarily due to the purchase of leased [removed: aircraft and the conversion of certain operating leases to finance leases.][added: aircraft.]

The table below presents special charges [removed: incurred] [added: (credit) recorded] by the Company during the years ended December 31 (in millions):

| Impairment of assets | [removed: $] | [removed: 171] | [added: 318] | | [removed: $] | [removed: 377] | | [added: | 171 | | |]

| Severance and benefit costs | [removed: 16] | | [added: 575] | | [removed: 41] | | | [added: | 16 | | |]

| (Gains) losses on sale of assets and other special charges | [removed: 59] | | [added: 27] | | [removed: 5] | | | [added: | 59 | | |]

| Interest capitalized | [added: | | 71 | | | | | |] 85 | | | | [removed: 65] | | [added: (14)] | | [removed: 20] | | | | [removed: 30.8] [added: (16.5)] | | [added: |]

| Interest income | [added: | | 50 | | | | | |] 133 | | | | [removed: 101] | | [added: (83)] | | [removed: 32] | | | | [removed: 31.7] [added: (62.4)] | | [added: |]

| Unrealized gains (losses) on investments, net | [added: | | (194) | | | | | |] 153 | | | | [removed: (5] | | [removed: )] [added: (347)] | | [removed: 158] | | | | NM | | [added: |]

| Miscellaneous, net | [removed: (27] | | [removed: )] [added: (1,327)] | | [removed: (72] | | [removed: )] | | [removed: (45] [added: (27)] | | [removed: )] | | [removed: (62.5] | [removed: )] | [added: 1,300 | | | | | | NM | | |]

| Total nonoperating expense, net | [added: | |] $ | [removed: (387] [added: (2,463)] | [removed: )] | | [added: | |] $ | [removed: (581] [added: (387)] | [removed: )] | | [added: | |] $ | [removed: (194] [added: 2,076] | [removed: )] | | [removed: (33.4] | [removed: )] | [added: NM | | |]

As of December 31, [removed: 2019,] [added: 2020,] the Company had [removed: $4.9] [added: $11.7] billion in unrestricted cash, cash equivalents and short-term investments, an increase of approximately [removed: $1.0] [added: $6.7] billion from December 31, [removed: 2018.][added: 2019.]

We have a significant amount of fixed obligations, including [removed: debt, aircraft leases,] [added: debt and] leases of [added: aircraft,] airport [removed: property] and other [removed: facilities] [added: facilities,] and pension funding obligations.

[removed: At] [added: As of] December 31, [removed: 2019,] [added: 2020,] the Company had approximately [removed: $14.8] [added: $33.9] billion of [removed: debt and] [added: debt,] finance [added: lease, operating] lease [added: and sale-leaseback] obligations, including [removed: $1.5] [added: $2.7] billion that [removed: are] [added: will become] due [removed: within] [added: in] the next 12 months.

In addition, we have substantial noncancelable commitments for capital expenditures, including the acquisition of [added: certain] new aircraft and related spare engines.

For [removed: 2020,] [added: 2021, including] the [added: impact of the recent Boeing agreement, the] Company expects approximately [removed: $7.0] [added: $4.4] billion of gross capital expenditures.

As of December 31, [removed: 2019,] [added: 2020,] a substantial portion of the Company's assets, principally [removed: aircraft,] [added: aircraft and certain related assets, its loyalty program, certain] route authorities and airport slots, was pledged under various loan and other agreements.

We must [removed: sustain our] [added: return to] profitability and/or access the capital markets to meet our significant long-term debt and finance lease obligations and future commitments for capital expenditures, including the acquisition of aircraft and related spare engines.

See Note [removed: 10] [added: 2] to the financial statements included in Part II, Item 8 of this report for [removed: additional] [added: more] information [removed: on assets provided as collateral by the Company.][added: about these issuances.]

Impact of COVID-19 and Outlook

The novel coronavirus (COVID-19) pandemic, together with the measures implemented or recommended by governmental authorities and private organizations in response to the pandemic, has had an adverse impact that has been material to the Company's business, operating results, financial condition and liquidity.

The Company began experiencing a significant decline in international and domestic demand related to COVID-19 during the first quarter of 2020.

The decline in demand caused a material deterioration in our revenues in 2020, resulting in a net loss of $7.1 billion.

The full extent of the ongoing impact of COVID-19 on the Company's longer-term operational and financial performance will depend on future developments, including those outside our control related to the efficacy and speed of vaccination programs in curbing the spread of the virus, the introduction and spread of new variants of the virus which may be resistant to currently approved vaccines, passenger testing requirements, mask mandates or other restrictions on travel, all of which are highly uncertain and cannot be predicted with certainty.

In response to decreased demand, the Company cut, relative to 2019 capacity, approximately 57% of its scheduled capacity for 2020.

In the first quarter of 2021, the Company expects scheduled capacity to be down at least 51% versus the first quarter of 2019.

The Company plans to continue to proactively evaluate and cancel flights on a rolling 60-day basis until it sees signs of a recovery in demand and expects demand to remain suppressed, relative to 2019 levels, until vaccines for COVID-19 are widely distributed and are effective in curbing the spread of the virus.

In addition, the Company does not currently expect the recovery from COVID-19 to follow a linear path.

As such, the Company's actual flown capacity may differ materially from its currently scheduled capacity.

The Company has taken a number of actions in response to the decreased demand for air travel.

In addition to the schedule reductions discussed above, the Company has:

- reduced its planned capital expenditures and reduced operating expenditures in 2020 (including by postponing projects deemed non-critical to the Company's operations);

- terminated its share repurchase program;

- issued or entered into approximately $13.4 billion in new secured notes, secured term loan facilities and new aircraft financings in 2020, including short term borrowings that were paid in 2020;

- borrowed $1.0 billion under the $2.0 billion revolving credit facility established under the Amended and Restated Credit and Guaranty Agreement (the "Credit Agreement");

- availed itself of financial assistance and/or financing made available by the U.S. Treasury Department ("Treasury"), as further described below;

- raised approximately $2.1 billion in cash proceeds from the issuance and sale of UAL common stock in 2020;

- entered into agreements to finance certain aircraft currently subject to purchase agreements through sale and leaseback transactions;

- elected to defer the payment of $199 million in payroll taxes incurred through December 31, 2020, as provided by the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), until December 2021, at which time 50% is due, with the remaining amount due December 2022; and

- taken a number of actions to reduce employee-related costs, including, among other items, the Company's Chief Executive Officer and President waived 100% of their respective base salaries through the end of 2020, other officers temporarily waived a portion of their base salaries, the Company's non-employee directors waived 100% of their cash

compensation for the second and third quarters of 2020, the Company suspended merit salary increases for 2020 and implemented a temporary four-day work week for management and administrative employees and the Company offered voluntary unpaid leaves of absence.

The Company also entered into an agreement with its pilots to distribute fewer flight hours to a larger number of pilots, while also reaching agreements to provide a path to early retirement and reduce expense through voluntary leave of absence programs.

In addition, and as announced in July 2020, the Company started the involuntary furlough process by issuing Worker Adjustment and Retraining Notification ("WARN") Act notices to 36,000 of its employees.

Since then, the Company worked to reduce the total number of furloughs to approximately 13,000 employees by working closely with its union partners, introducing new voluntary options selected by approximately 9,000 employees and proposing creative solutions that would save jobs.

As a result of the Company's entry into the PSP2 Agreement, as described below, the Company issued recall notices to these furloughed employees and others impacted by furlough mitigation programs.

See the discussion below for more detail about the PSP2 Agreement and the recall process.

The Company continues to focus on reducing expenses and managing its liquidity.

We expect to continue to modify our cost management structure and capacity as the timing of demand recovery becomes more certain.

On March 27, 2020, the President of the United States signed the CARES Act into law.

The CARES Act is intended to respond to the COVID-19 pandemic and its impact on the economy, public health, state and local governments, individuals, and businesses.

The CARES Act also provides supplemental appropriations for federal agencies to respond to the COVID-19 pandemic.

On April 20, 2020, United entered into a Payroll Support Program Agreement (the "PSP Agreement") with Treasury providing the Company with total funding of approximately $5.1 billion pursuant to the Payroll Support Program established under the CARES Act.

These funds were used to pay for the wages, salaries and benefits of United employees.

Approximately $3.6 billion of the $5.1 billion was provided as a direct grant, and approximately $1.5 billion consists of indebtedness evidenced by a 10-year senior unsecured promissory note issued by UAL to Treasury (the "PSP Note").

See Note 2 to the financial statements included in Part II, Item 8 of this report for additional information related to warrants issued in connection with the PSP Note and Note 10 to the financial statements included in Part II, Item 8 of this report for a discussion of the PSP Note.

During 2020, UAL and United entered into a loan and guarantee agreement with Treasury.

The agreement provides for a term loan facility of up to approximately $7.5 billion (the "CARES Act Term Loan Facility") pursuant to the loan program established under Section 4003(b)(1) of the CARES Act (the "Loan Program").

The loans (the "CARES Act Term Loans") may be disbursed in up to three disbursements on or before May 28, 2021.

On September 28, 2020, United borrowed, and recorded as Long-term debt on the Company's consolidated balance sheet, $520 million under the CARES Act Term Loan Facility, the proceeds of which were used to pay certain transaction fees and expenses and for working capital and other general corporate purposes of the Company.

2019 Highlights

| | |

| --- | --- |

| • | 2019 net income was $3.0 billion, or $11.58 diluted earnings per share, as compared to $2.1 billion, or $7.67 diluted earnings per share, in 2018. |

| • | Revenue for 2019 increased $1.9 billion over 2018 due to a 3.5% growth in ASMs and a PRASM increase of 1.5% in 2019 compared to 2018. |

| • | In 2019, UAL repurchased approximately 19.2 million of its common stock for $1.6 billion. As of December 31, 2019, the Company had approximately $3.1 billion remaining to purchase shares under its share repurchase programs. |

| • | UAL ended 2019 with $6.9 billion in unrestricted liquidity, which consisted of unrestricted cash, cash equivalents, short-term investments and available capacity under the revolving credit facility of its Amended and Restated Credit and Guaranty Agreement (as amended, the "Credit Agreement"). |

| • | RPMs for 2019 increased 4.0% as compared to 2018, and ASMs increased 3.5% from the prior year, resulting in a load factor of 84.0% in 2019 versus 83.6% in 2018. |

| • | For 2019 and 2018, the Company recorded U.S. Department of Transportation on-time arrival rates of 77.9% and 79.8%, respectively, and mainline completion factors of 99.2%. |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Passenger revenue | $ | 39,625 | | | $ | 37,706 | | | $ | 1,919 | | | 5.1 | |

| Cargo | 1,179 | | | | 1,237 | | | | (58 | | ) | | (4.7 | ) |

| | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Average fare per passenger | | 3.4 | % | | (1.9 | )% | | (4.0 | )% | | 5.9 | % | | 2.4 | % |

| Passengers | | 2.1 | % | | 6.5 | % | | 4.0 | % | | 3.9 | % | | 2.6 | % |

| RPMs (traffic) | | 3.5 | % | | 6.9 | % | | 2.4 | % | | 4.0 | % | | 4.0 | % |

| ASMs (capacity) | | 3.8 | % | | 5.8 | % | | 0.5 | % | | 2.9 | % | | 3.5 | % |

| Passenger load factor (points) | | (0.2 | ) | | 0.8 | | | 1.5 | | | 0.9 | | | 0.4 | |

Passenger revenue increased $1.9 billion, or 5.1%, in 2019 as compared to 2018, primarily due to a 4.0% increase in traffic, continuing strong domestic demand, improvements in average fares in the Latin and Domestic markets, and increases in ancillary fees driven by improved product offerings.

Cargo revenue decreased $58 million, or 4.7%, in 2019 as compared to 2018, primarily due to an approximately 3% decrease in cargo ton miles and a 2% decline in cargo ton mile yield.

In December 2019, a novel strain of coronavirus ("COVID-19") was reported in Wuhan, China.

The World Health Organization has declared COVID-19 to constitute a "Public Health Emergency of International Concern." On January 30, 2020, the U.S. Department of State issued a Level 4 "do not travel" advisory for China.

The U.S. government has also implemented enhanced screenings, quarantine requirements and travel restrictions in connection with the COVID-19 outbreak.

The Company has suspended its flights between the United States and each of Beijing, Chengdu, Shanghai and Hong Kong through April 24, 2020.

These routes represented approximately 5% of the Company's 2020 planned capacity and the Company's other trans-Pacific routes represented an additional 10% of the Company's 2020 planned capacity.

As of the date of this report, the Company is experiencing an approximately 100% decline in near-term demand to China and an approximately 75% decline in near-term demand on the rest of the Company's trans-Pacific routes.

The extent of the impact of the COVID-19 on the Company's operational and financial performance will depend on future developments, including the duration and spread of the outbreak and related travel advisories and restrictions and the impact of the COVID-19 on overall demand for air travel, all of which are highly uncertain and cannot be predicted.

If traffic on the Company's trans-Pacific routes were to remain at these levels for an extended period, and/or routes in other parts of the Company's network begin to see significant declines in demand, our results of operations for full year 2020 may be materially adversely affected.

| Aircraft fuel | 8,953 | | | | 9,307 | | | | (354 | | ) | | (3.8 | ) |

| Distribution expenses | 1,651 | | | | 1,558 | | | | 93 | | | | 6.0 | |

| Aircraft rent | 288 | | | | 433 | | | | (145 | | ) | | (33.5 | ) |

Salaries and related costs increased $613 million, or 5.3%, in 2019 as compared to 2018, primarily due to higher contractual pay rates, higher benefit expenses, higher employee incentives and a 4.0% increase in average full-time equivalent employees.

Employee incentives included $157 million increase in profit sharing in 2019 as compared to 2018.

Aircraft fuel expense decreased $354 million, or 3.8%, in 2019 as compared to 2018, primarily due to a 7.1% decrease in fuel prices, partially offset by a 3.5% increase in capacity.

gallon for the years ended December 31 (in millions, except percentage changes and per gallon data):

| | | | | | | | | | | | |

Regional capacity purchase costs increased $200 million, or 7.6%, in 2019 as compared to 2018, primarily due to a rate increase under various capacity purchase agreements with regional carriers and a 4.1% increase in regional flying.

Depreciation and amortization increased $123 million, or 5.7%, in 2019 as compared to 2018, primarily due to the additions of new and used aircraft and new capital projects related both to infrastructure and information technology.

| Variable rate debt | | | | | | | | [added: | | | |]

| Carrying value of variable rate debt at December 31 | [added: | |] $ | [removed: 3,408] [added: 9,533] | | | [added: | |] $ | [removed: 3,500] [added: 3,408] | |

| Impact of 100 basis point increase on projected interest expense for the following year | [removed: 33] | | [added: 81] | | [removed: 35] | | | [added: | 33 | | |]

| Fixed rate debt | | | | | | | | [added: | | | |]

| Carrying value of fixed rate debt at December 31 | [removed: 11,144] | | [added: 17,214] | | [removed: 9,945] | | | [added: | 11,144 | | |]

| Fair value of fixed rate debt at December 31 | [removed: 11,736] | | [added: 19,273] | | [removed: 9,901] | | | [added: | 11,736 | | |]

| Impact of 100 basis point increase in market rates on fair value | [removed: (458] | | [removed: )] [added: (709)] | | [removed: (378] | | [removed: )] | [added: | (458) | | |]

As of December 31, [removed: 2019,] [added: 2020,] the Company had [removed: $3.4] [added: $9.5] billion in variable rate indebtedness.

Management's Discussion and Analysis of Financial Condition and Results of Operations—Other Liquidity Matters, of this [removed: report,] [added: report] for more information on interest expense.

Assuming our cash, cash equivalents and short-term investments remain at their average [removed: 2019] [added: 2020] levels, a 100 basis point increase in interest rates would result in a corresponding increase in the Company's interest income of approximately [removed: $47] [added: $95] million during [removed: 2020.][added: 2021.]

The Company's [removed: 2020] [added: 2021] forecasted fuel consumption is presently approximately [removed: 4.5] [added: 2.1] billion gallons, and based on this forecast, a one-dollar change in the price of a barrel of crude oil would change the Company's annual fuel expense by approximately [removed: $108] [added: $49] million.

The result of a uniform 1% strengthening in the value of the U.S. dollar from December 31, [removed: 2019] [added: 2020] levels relative to each of the currencies in which the Company has foreign currency exposure would result in a decrease in pre-tax income of approximately [removed: $23] [added: $10] million for the year ending December 31, [removed: 2020.][added: 2021.]

This sensitivity analysis was prepared based upon projected [removed: 2020] [added: 2021] foreign currency-denominated revenues and expenses as of December 31, [removed: 2019.][added: 2020.]

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 2020 | | | | | | 2019 | | |

As most recently announced on November 30, 2020, LIBOR is expected to be phased out starting on January 1, 2022 for the one-week and two-month USD LIBOR settings and starting on July 1, 2023 for the remaining USD LIBOR settings.

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| | 2019 | | | | 2018 | | |

As announced in July 2017, LIBOR is expected to be phased out by the end of 2021.

[removed: Effective June 27, 2019, UAL amended its Certificate of Incorporation to change its name to "United Airlines Holdings, Inc." Our] [added: The Company's] principal executive office is located at 233 South Wacker Drive, Chicago, Illinois 60606 (telephone number (872) 825-4000).

UAL, through United and its regional carriers, operates [removed: more than 4,900 flights a day to 362 airports] across six continents, with hubs at Newark Liberty International Airport ("Newark"), Chicago O'Hare International Airport ("Chicago O'Hare"), Denver International Airport ("Denver"), George Bush Intercontinental Airport ("Houston Bush"), Los Angeles International Airport ("LAX"), A.B. Won Pat International Airport ("Guam"), San Francisco International Airport ("SFO") and Washington Dulles International Airport ("Washington Dulles").

Champlain Enterprises, LLC d/b/a CommutAir ("CommutAir"), Republic Airline Inc. ("Republic"), [removed: ExpressJet Airlines LLC ("ExpressJet"),] GoJet Airlines LLC ("GoJet"), Mesa Airlines, Inc. ("Mesa"), SkyWest Airlines, Inc. ("SkyWest"), [added: and] Air Wisconsin Airlines LLC ("Air [removed: Wisconsin"), and Trans States Airlines, LLC ("Trans States")] [added: Wisconsin")] are all regional carriers that operate with capacity contracted to United under capacity purchase agreements ("CPAs").

Under these CPAs, the Company pays the regional carriers contractually agreed fees [added: (carrier costs) for operating these flights plus a variable rate adjustment based on agreed performance metrics, subject to annual adjustments.]

In addition to its members, Star Alliance includes Shanghai-based Juneyao Airlines [removed: as] [added: and Thailand-based Thai Smile Airways,] a [added: subsidiary of THAI Airways International, as] connecting [removed: partner.][added: partners.]

United also participates in four passenger joint business arrangements ("JBAs"): one with Air Canada and the Lufthansa Group (which includes Lufthansa and its affiliates Austrian Airlines, Brussels Airlines, Eurowings and SWISS) covering transatlantic routes, one with ANA covering certain transpacific routes, one with Air New Zealand covering certain routes between the United States and New Zealand and one with Avianca and [removed: Copa Airlines,] [added: Copa,] which, upon [removed: receipt of] regulatory [removed: approvals] [added: approval,] will cover routes between the United States and Central and South America, excluding Brazil.

[added: Separate from the passenger JBAs,] United also participates in cargo JBAs with ANA for transpacific cargo services and with Lufthansa for transatlantic cargo services.

[removed: Members can also earn miles by purchasing goods and services from our] network of non-airline partners, such as domestic and international credit card issuers, retail merchants, hotels and car rental companies.

In [removed: 2019,] [added: 2020,] approximately [removed: 6.1] [added: 1.9] million MileagePlus flight awards were used on United and United Express.

These awards represented [removed: 7.2%] [added: 6.2%] of United's total revenue passenger miles.

Total miles redeemed for flights on United and United Express, including class-of-service upgrades, represented approximately [removed: 87%] [added: 80%] of the total miles redeemed.

In addition, excluding miles redeemed for flights on United and United Express, MileagePlus members redeemed miles for approximately [removed: 2.2] [added: 0.8] million other awards.

Aircraft Fuel. The table below summarizes [removed: UAL's aircraft] [added: the] fuel consumption and expense [added: of UAL's aircraft (including the operations of our regional partners operating under CPAs)] during the last three years.

| Year | | [added: | | | |] Gallons [removed: Consumed (in] [added: Consumed (in] millions) | | | [added: | | |] Fuel [removed: Expense (in] [added: Expense (in] millions) | | | | [added: | |] Average Price Per Gallon | | | | [added: | |] Percentage of Total Operating Expense | | [added: | | | | | | |]

| 2019 | | [added: | | | |] 4,292 | | | [added: | | |] $ | 8,953 | | | [added: | |] $ | 2.09 | | | [added: | |] 23 | [added: |] % | [added: | | | | | |]

| 2018 | | [added: | | | |] 4,137 | | | [added: | | |] $ | 9,307 | | | [added: | |] $ | 2.25 | | | [added: | |] 24 | [added: |] % | [added: | | | | | |]

International competition has increased and may continue to increase in the future as a result of airline mergers and acquisitions, JBAs, alliances, restructurings, liberalization of aviation bilateral agreements and new or increased service by competitors, including [removed: government subsidized] [added: government-subsidized] competitors from certain Middle East countries.

See [removed: *Alliances,*] [added: Alliances,] above, for additional information.

The Company is also subject to investigation inquiries by the DOT, FAA, DOJ, DHS, the U.S. Food and Drug Administration ("FDA"), the U.S. Department of Agriculture [removed: ("USDA")] [added: ("USDA"), Centers for Disease Control] and [added: Prevention ("CDC"), U.S. Occupational Safety and Health Administration ("OSHA"), and] other U.S. and international regulatory bodies.

Federally-mandated domestic slot restrictions that limit operations and regulate capacity currently apply at three airports: Reagan National Airport in Washington, D.C. ("Reagan National"), [added: and] John F.

The law includes a range of policy changes related to airline customer service and aviation [removed: safety which are ongoing and, depending on how they are implemented, could impact our operations and costs.][added: safety.]

Additionally, the U.S. Congress may consider legislation related to [removed: aviation safety as well as] environmental issues [added: or increases to the U.S. federal corporate income tax rate,] which could impact the Company and the airline industry.

In cases where this activity exceeds U.S. requirements, additional burden and liability may be placed on the [removed: Company.]

An initiative to regulate GHG emissions from aviation known as the European Union ("EU") Emission Trading System ("ETS") was adopted in 2009, but applicability to flights arriving [added: at] or departing from airports outside the EU has been postponed several times.

CORSIA, which was adopted in October 2016, is intended to create a single global market-based measure to achieve carbon-neutral growth for international [removed: aviation after 2020,] [added: aviation,] which can be achieved through airline purchases of [added: eligible] carbon offset [removed: credits.][added: credits and the use of eligible sustainable fuels.]

[removed: However, the] [added: The] European Parliament is expected to assess CORSIA implementation and re-assess the applicability of EU ETS to international aviation in 2024, at which point the EU could require all extra- and intra-EU flights to participate in EU ETS.

Certain CORSIA program [removed: details remain to be developed and] [added: aspects] could potentially be affected by [removed: political developments in participating countries or] the results of the pilot phase of the program, and thus the impact of CORSIA cannot be fully predicted.

However, CORSIA is expected to increase operating costs for the Company, depending on a number of factors, including the number of its flights that are subject to CORSIA, the fuel efficiency of the Company's fleet, the Company's purchase and use of CORSIA-eligible sustainable [removed: aviation] fuels, aviation sector growth, [removed: and] the price of CORSIA-eligible [removed: offsets.][added: offsets and the applicable baseline year(s) applied to future phases of the program.]

These include noise-related restrictions on aircraft types and operating times and state and local air quality initiatives which [removed: have,] [added: have resulted,] or could in the [removed: future,] [added: future] result in curtailments in services, increased operating costs, limits on expansion, or further emission reduction requirements.

Certain airports and/or governments, both domestically and internationally, either have [added: established] or are seeking to establish environmental fees and other requirements applicable to carbon emissions, local air quality pollutants and/or noise.

The implementation of these requirements is expected to result in restrictions on mobile sources [added: of air pollutants] such as cars, trucks and airport ground support equipment in corresponding locations.

Until [added: the] applicability of new regulations to our specific operations is better defined and/or until pending regulations are finalized, future costs to comply with such regulations will remain uncertain but are likely to increase our operating costs over time.

[added: *Collective Bargaining Agreements.*] Collective bargaining agreements between the Company and its represented employee groups are negotiated under the RLA.

The following table reflects the Company's represented employee groups, the number of employees per represented group, union representation for each employee group, and the amendable date for each employee group's collective bargaining agreement as of December 31, [removed: 2019:][added: 2020:]

| [removed: Employee Group] [added: Employee Group] | | [added: | | | |] Number of Employees | | | [added: | | |] Union | | [added: | | | |] Agreement Open for Amendment | [added: | |]

| Flight Attendants | | [removed: 24,203] | | | [added: | 16,507 | | | | | |] Association of Flight Attendants (the "AFA") | | [added: | | | |] August 2021 | [added: | |]

| Fleet Service | | [removed: 13,803] | | | [added: | 11,383 | | | | | |] International Association of Machinists and Aerospace Workers (the "IAM") | | [added: | | | |] December 2021 | [added: | |]

| Passenger Service | | [removed: 12,135] | | | [added: | 9,272 | | | | | |] IAM | | [added: | | | |] December 2021 | [added: | |]

| Pilots | | [removed: 12,251] | | | [added: | 11,840 | | | | | |] ALPA | | [added: | | | |] January 2019 | [added: | |]

| Technicians | | [removed: 9,318] | | | [removed: International Brotherhood of Teamsters (the "IBT")] | [added: 6,630] | [added: | | | | | IBT | | | | | |] December 2022 [removed: (a)] | [added: | |]

The Company began experiencing a significant decline in passenger demand related to the novel coronavirus (COVID-19) during the first quarter of 2020.

The full extent of the ongoing impact of COVID-19 on the Company's longer-term operational and financial performance will depend on future developments, including those outside our control related to the efficacy and speed of vaccination programs in curbing the spread of the virus, the introduction and spread of new variants of the virus which may be resistant to currently approved vaccines, passenger testing requirements, mask mandates or other restrictions on travel, all of which are highly uncertain and cannot be predicted with certainty.

In response to decreased demand, the Company cut, relative to 2019 capacity, approximately 57% of its scheduled capacity for 2020.

In the first quarter of 2021, the Company expects scheduled capacity to be down at least 51% versus the first quarter of 2019.

The Company plans to continue to proactively evaluate and cancel flights on a rolling 60-day basis until it sees signs of a recovery in demand and expects demand to remain suppressed, relative to 2019 levels, until vaccines for COVID-19 are widely distributed and are effective in curbing

the spread of the virus.

In addition, the Company does not currently expect the recovery from COVID-19 to follow a linear path.

As such, the Company's actual flown capacity may differ materially from its currently scheduled capacity.

The significant decline in demand for air travel services resulting from the COVID-19 pandemic has also materially impacted demand for regional carrier services and, as a result, the Company's utilization of its regional network is significantly reduced and is expected to remain so for the foreseeable future.

As a result, we may face claims that we failed to perform certain obligations under our agreements with our regional carriers and may incur damages.

Additionally, in July 2020, the Company announced its plans to consolidate its Embraer 145 ("E145") operations into a single regional partner, CommutAir.

As a result, the Company terminated its CPA with ExpressJet Airlines, LLC, a domestic regional airline ("ExpressJet").

ExpressJet flew its last commercial flight, on behalf of United, on September 30, 2020.

Additionally, United transferred all of its E145 operations over to CommutAir as United's sole regional partner for this aircraft type.

We expect the disruption to services resulting from the COVID-19 pandemic to continue to adversely affect our regional carriers, some of which may declare bankruptcy or otherwise cease to operate.

Despite the global challenges posed by the COVID-19 pandemic, Star Alliance carriers continued to serve nearly 1,000 airports in 154 countries with close to 10,000 daily departures as of January 1, 2021.

Members can also earn miles by purchasing goods and services from our

Redemptions in 2020 were adversely impacted by the COVID-19 pandemic.

In response to the impact of COVID-19, the Company made changes to its MileagePlus® Premier® program that will make it easier to earn status in 2021 for the 2022 program year.

United will again have reduced Premier Qualifying Points ("PQP") and Premier Qualifying Flights ("PQF") thresholds in 2021 and will have innovative promotions that help members earn status more quickly.

Early in 2021, United deposited 25% of the PQP-only requirements in Premier members' accounts based on their 2021 Premier status level.

Premier members will earn double the PQP on each of the first three PQP-eligible trips completed January 1 through March 31, 2021 (up to 1,500 PQP per trip), helping their flights go further toward reaching status.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| 2020 | | | | | | 2,004 | | | | | | $ | 3,153 | | | | | $ | 1.57 | | | | | 15 | | % | | | | | | |

Air Cargo. United provides freight and mail services (air cargo).

The majority of cargo services are provided to commercial businesses, freight forwarder firms and the United States Postal Service.

Through our global network, our cargo operations are able to connect the world's major freight gateways.

We generate cargo revenues in domestic and international markets through the use of cargo space on regularly scheduled passenger aircraft, and starting in 2020, cargo-only flights.

COVID-19. The COVID-19 pandemic, together with the measures implemented or recommended by governmental authorities and private organizations in response to the pandemic, has had an adverse impact that has been material to the airline industry.

Measures such as "shelter in place" or quarantine requirements, international and domestic travel restrictions or advisories, limitations on public gatherings, social distancing recommendations, remote work arrangements and closures of tourist destinations and attractions, as well as consumer perceptions of the safety, ease and predictability of air travel, have contributed to a precipitous decline in passenger demand and bookings for both business and leisure travel.

The full extent of the ongoing impact of COVID-19 on the Company's longer-term operational and financial performance will depend on future developments, including those outside our control related to the efficacy and speed of vaccination programs in curbing the spread of the virus, the introduction and spread of new variants of the virus which may be resistant to currently approved vaccines, passenger testing requirements, mask mandates or other restrictions on travel, all of which are highly uncertain and cannot be predicted with certainty.

Effective August 30, 2020, United permanently eliminated change fees on all standard Economy and Premium cabin tickets for travel within the 50 U.S. states, Washington, D.C., Puerto Rico and the U.S. Virgin Islands.

Also, in December 2020, the Company eliminated change fees on flights from the U.S. to all international destinations and fees on Basic Economy and all other international travel tickets issued by March 31, 2021.

In addition, effective January 1, 2021, United began allowing passengers to standby for free on a flight departing the day of their travel regardless of the type of ticket or class of service, while MileagePlus Premier members can confirm a seat on a different flight on the same day with the same departure and arrival cities as their original ticket if a seat in the same ticket fare class is available.

Through these arrangements, the Company strives to provide consumers with a growing number of seamless, cost-effective and convenient travel options.

Airlines are subject to extensive domestic and international regulatory oversight.

The following discussion summarizes the principal elements of the regulatory framework applicable to our business.

Regulatory requirements, including but not limited to those discussed below, affect our operations and increase our operating costs, and future regulatory developments may continue to do the same in the future.

In addition, should any of our governmental authorizations or certificates be modified, suspended or revoked, our business and competitive position could be materially adversely affected.

UAL was incorporated under the laws of the State of Delaware on December 30, 1968.

(carrier costs) for operating these flights plus a variable rate adjustment based on agreed performance metrics, subject to annual adjustments.

As of January 1, 2020, Star Alliance carriers served nearly 1,300 airports in 195 countries with more than 19,000 daily departures.

In addition to the marketing alliance agreements with air partners, United also offers a train-to-plane codeshare and frequent flyer alliance with Amtrak from Newark on select city pairs in the northeastern United States.

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| 2017 | | 3,978 | | | $ | 6,913 | | | $ | 1.74 | | | 20 | % |

Of these three airports, United currently operates at two: Reagan National and LaGuardia.

In 2016, the U.S. Environmental Protection Agency ("EPA") commenced procedural steps necessary to adopt its own standard, but has not yet taken further action.

While the precise timing and final form of these various programs and requirements continue to evolve, the Company is taking various actions that are expected to help reduce its CO2 emissions over time such as improving fuel efficiency, fleet renewal, aircraft retrofits and promoting the commercialization of sustainable aviation fuels.

Employees

As of December 31, 2019, UAL, including its subsidiaries, had approximately 96,000 employees.

On February 1, 2019, the collective bargaining agreement with the Air Line Pilots Association ("ALPA"), the labor union representing United's pilots, became amendable.

The Company and ALPA are in negotiations for an amended agreement.

The Company and UNITE HERE, the labor union representing United's Catering employees, started negotiations for a first collective bargaining agreement in March 2019.

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(a) The collective bargaining agreement with the IBT contains provisions that require the Company to align contract terms with other airlines' workgroups under certain conditions.

Gregory L.

Hart. Age 54.

From December 2013 to February 2014, he served as Senior Vice President Operations of UAL and United.

From September 2012 to December 2013, Mr. Hart served as Senior Vice President Technical Operations of United.

From

September 2008 to September 2010, Mr. Hart served as Vice President Network Strategy of Continental.

Mr. Hart joined Continental in 1997.

In December 2019, the Company announced that Mr. Kirby will become Chief Executive Officer of UAL and United following UAL's 2020 Annual Meeting of Stockholders, scheduled for May 20, 2020 (the "2020 Annual Meeting").

In December 2019, the Company announced that Mr. Munoz will transition from the role of Chief Executive Officer of UAL and United following UAL's 2020 Annual Meeting and assume the role of Executive Chairman of the Board of Directors of UAL.

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In February 2021, United entered into a settlement with the Civil and Criminal Divisions of the DOJ, pursuant to which the Company agreed to pay $49.5 million.

In conjunction with these settlements, United entered into a non-prosecution agreement with the Criminal Division of the DOJ.

The Company continues to cooperate with the government in their investigation and representatives from the Company have met with both the Civil and Criminal Divisions to provide additional information.

The Company cannot predict what action, if any, might be taken in the future by the DOJ or other governmental authorities as a result of these investigations.

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| FORM | [added: | |] 10-K | [added: | |]

| ☒ | [added: | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

For the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2019][added: 2020]

| ☐ | [added: | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

[removed: ][added: ]

| | [removed: Commission File] [added: | | Commission File] Number | | [added: | | | |] Exact Name of Registrant as Specified in its Charter, Principal Executive Office Address and Telephone Number | | | | | | [added: | | | | | | | | | | | |] State [removed: of Incorporation] [added: of Incorporation] | | [added: | | | |] I.R.S. [removed: Employer Identification] [added: Employer Identification] No. | [added: | | | | | | | |]

| | [added: | |] 001-06033 | | [added: | | | |] United Airlines Holdings, Inc. | | | | | | [added: | | | | | | | | | | | |] Delaware | | [added: | | | |] 36-2675207 | [added: | | | | | | | |]

| | | | [added: | | | | | |] 233 South Wacker Drive, | | [added: | | | |] Chicago, | [added: | |] Illinois | [added: | |] 60606 | | | | | [added: | | | | | | | | | | | | | | | |]

| | | | [added: | | | | | |] (872) | [added: | |] 825-4000 | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | |]

| | [added: | |] 001-10323 | | [added: | | | |] United Airlines, Inc. | | | | | | [added: | | | | | | | | | | | |] Delaware | | [added: | | | |] 74-2099724 | [added: | | | | | | | |]

| | | [added: | | | |] Title of Each Class | | [added: | | | |] Trading Symbol | | [added: | | | |] Name of Each Exchange on Which Registered | [added: | |]

| United Airlines Holdings, Inc. | | [added: | | | |] Common Stock, $0.01 par value | | [added: | | | |] UAL | | [added: | | | |] The Nasdaq Stock Market LLC | [added: | |]

| United Airlines, Inc. | | [added: | | | |] None | | [added: | | | |] None | | [added: | | | |] None | [added: | |]

| | [added: | |] United Airlines Holdings, Inc. | | [added: | | | |] None | | [added: | | | |]

| | [added: | |] United Airlines, Inc. | | [added: | | | |] None | | [added: | | | |]

| United Airlines Holdings, Inc. | | [added: | | | |] Yes | [added: | |] ☒ | [added: | |] No | [added: | |] ☐ | | [added: | | | |] United Airlines, Inc. | | [added: | | | |] Yes | [added: | |] ☒ | [added: | |] No | [added: | |] ☐ | [added: | |]

| United Airlines Holdings, Inc. | | [added: | | | |] Yes | [added: | |] ☐ | [added: | |] No | [added: | |] ☒ | | [added: | | | |] United Airlines, Inc. | | [added: | | | |] Yes | [added: | |] ☐ | [added: | |] No | [added: | |] ☒ | [added: | |]

| United Airlines Holdings, Inc. | [added: | |] Large accelerated filer | [added: | |] ☒ | [added: | |] Accelerated filer | [added: | |] ☐ | [added: | |] Non-accelerated filer | [added: | |] ☐ | [added: | |] Smaller reporting company | [added: | |] ☐ | [added: | |] Emerging growth company | [added: | |] ☐ | [added: | |]

| United Airlines, Inc. | [added: | |] Large accelerated filer | [added: | |] ☐ | [added: | |] Accelerated filer | [added: | |] ☐ | [added: | |] Non-accelerated filer | [added: | |] ☒ | [added: | |] Smaller reporting company | [added: | |] ☐ | [added: | |] Emerging growth company | [added: | |] ☐ | [added: | |]

| United Airlines Holdings, Inc. | | [added: | | | |] ☐ | [added: | | | | | United Airlines, Inc. | | | | | | ☐ | | |]

| United [added: Airlines Holdings, Inc. | | | | | | ☒ | | | | | | United] Airlines, Inc. | | [added: | | | |] ☐ | [added: | |]

| United Airlines Holdings, Inc. | | [added: | | | |] Yes | [removed: ☐] | [added: | ☒ | | |] No | [added: | | ☐ | | | | | | United Airlines, Inc. | | | | | | Yes | | |] ☒ | | [added: | No | | | ☐ | | |]

| United Airlines, Inc. | | [added: | | | |] Yes | [added: | |] ☐ | [added: | |] No | [added: | |] ☒ | | [added: | | | |]

The aggregate market value of common stock held by non-affiliates of United Airlines Holdings, Inc. was [removed: $21.1] [added: $10.0] billion as of June [removed: 28, 2019,] [added: 30, 2020] based on the closing sale price of [removed: $87.55] [added: $34.61] on that date.

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of February [removed: 18, 2020.][added: 24, 2021.]

| United Airlines Holdings, Inc. | | [removed: 247,951,116] | [added: | | | 318,476,280 | | |] shares of common stock ($0.01 par value) | [added: | |]

| United Airlines, Inc. | | [added: | | | |] 1,000 | [added: | |] shares of common stock ($0.01 par value) (100% owned by United Airlines Holdings, Inc.) | [added: | |]

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 [removed: 2020] [added: 2021] Annual Meeting of Stockholders.

For the Year [removed: Ended December] [added: Ended December] 31, [removed: 2019][added: 2020]

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| PART I | | | | [added: | | | | | | | |]

| Item 1. | | [removed: [Business](#s886BA93CFB125BDBB73333E4FB42D0DD)] | [removed: [3](#s886BA93CFB125BDBB73333E4FB42D0DD)] | [added: | | [Business](#i15888b2859a04b5a865aff8a6bcfb463_13) | | | [3](#i15888b2859a04b5a865aff8a6bcfb463_13) | | |]

| Item 1A. | | [added: | | | |] [Risk [removed: Factors](#sAF0CCB60D20A5F3AA0A03548E66DD8DF)] [added: Factors](#i15888b2859a04b5a865aff8a6bcfb463_16)] | [removed: [10](#sAF0CCB60D20A5F3AA0A03548E66DD8DF)] | [added: | [13](#i15888b2859a04b5a865aff8a6bcfb463_16) | | |]

| Item 1B. | | [added: | | | |] [Unresolved Staff [removed: Comments](#sE9ECE51D7C66546B80259583067DE9FC)] [added: Comments](#i15888b2859a04b5a865aff8a6bcfb463_19)] | [removed: [22](#sE9ECE51D7C66546B80259583067DE9FC)] | [added: | [32](#i15888b2859a04b5a865aff8a6bcfb463_19) | | |]

| Item 2. | | [removed: [Properties](#s8BC33E255E3950AE8F14A5823D10A04F)] | [removed: [23](#s8BC33E255E3950AE8F14A5823D10A04F)] | [added: | | [Properties](#i15888b2859a04b5a865aff8a6bcfb463_22) | | | [32](#i15888b2859a04b5a865aff8a6bcfb463_22) | | |]

| Item 3. | | [added: | | | |] [Legal [removed: Proceedings](#sE42243AF8333521F949D759203A01142)] [added: Proceedings](#i15888b2859a04b5a865aff8a6bcfb463_25)] | [removed: [24](#sE42243AF8333521F949D759203A01142)] | [added: | [34](#i15888b2859a04b5a865aff8a6bcfb463_25) | | |]

| Item 4. | | [added: | | | |] [Mine Safety [removed: Disclosures](#s407E0EEEFCD6581A9C3A37EFC227BBD6)] [added: Disclosures](#i15888b2859a04b5a865aff8a6bcfb463_28)] | [removed: [25](#s407E0EEEFCD6581A9C3A37EFC227BBD6)] | [added: | [34](#i15888b2859a04b5a865aff8a6bcfb463_28) | | |]

| PART II | | | | [added: | | | | | | | |]

| Item 5. | | [added: | | | |] [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s0D22DB6704FF5F2D9219C586148EE6F6)] [added: Securities](#i15888b2859a04b5a865aff8a6bcfb463_34)] | [removed: [25](#s0D22DB6704FF5F2D9219C586148EE6F6)] | [added: | [34](#i15888b2859a04b5a865aff8a6bcfb463_34) | | |]

| Item 6. | | [added: | | | |] [Selected Financial [removed: Data](#s94EC015AD3AF53A89A3A950E6D5BA836)] [added: Data](#i15888b2859a04b5a865aff8a6bcfb463_37)] | [removed: [26](#s94EC015AD3AF53A89A3A950E6D5BA836)] | [added: | [35](#i15888b2859a04b5a865aff8a6bcfb463_37) | | |]

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| | | | | | | | | | 233 South Wacker Drive, | | | | | | Chicago, | | | Illinois | | | 60606 | | | | | | | | | | | | | | | | | | | | |

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| | | | | | | Preferred Stock Purchase Rights | | | | | | | | | | | | The Nasdaq Stock Market LLC | | |

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

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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.

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

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Fleet. As of December 31, [removed: 2019,] [added: 2020,] United's mainline and regional fleets consisted of the following:

| Aircraft Type | | [added: | | | |] Total | | | [added: | | |] Owned | | | [added: | | |] Leased | | | [added: | | |] Seats in Standard Configuration | | | | [added: | | | | |] Average Age (In Years) | | [added: |]

| Mainline: | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | |]

| 777-300ER | | [removed: 20] | | | [removed: 20] | [added: 22] | | [added: | | | | 22 | | | | | |] — | | | [added: | | |] 350 | | | | [removed: 2.2] | | [added: | | | 3.0 | | |]

| 777-200ER | | [added: | | | |] 55 | | | [removed: 51] | | | [removed: 4] [added: 52] | | | [added: | | | 3 | | | | | |] 267-276 | | | | [removed: 19.8] | | [added: | | | 20.8 | | |]

| 777-200 | | [added: | | | |] 19 | | | [added: | | |] 19 | | | [added: | | |] — | | | [added: | | |] 364 | | | | [removed: 22.5] | | [added: | | | 23.5 | | |]

| 787-10 | | [removed: 11] | | | [removed: 11] | [added: 13] | | [added: | | | | 13 | | | | | |] — | | | [added: | | |] 318 | | | | [removed: 0.7] | | [added: | | | 1.6 | | |]

| 787-9 | | [removed: 25] | | | [removed: 25] | [added: 35] | | [removed: —] | | | [added: | 28 | | | | | | 7 | | | | | |] 252 | | | | [removed: 3.8] | | [added: | | | 3.6 | | |]

| 787-8 | | [added: | | | |] 12 | | | [added: | | |] 12 | | | [added: | | |] — | | | [added: | | |] 219 | | | | [removed: 6.5] | | [added: | | | 7.5 | | |]

| 767-400ER | | [added: | | | |] 16 | | | [added: | | |] 14 | | | [added: | | |] 2 | | | [added: | | |] 240 | | | | [removed: 18.3] | | [added: | | | 19.3 | | |]

| 767-300ER | | [added: | | | |] 38 | | | [removed: 25] | | | [removed: 13] [added: 30] | | | [added: | | | 8 | | | | | |] 167-214 | | | | [removed: 23.9] | | [added: | | | 24.9 | | |]

| 757-300 | | [added: | | | |] 21 | | | [added: | | |] 9 | | | [added: | | |] 12 | | | [added: | | |] 234 | | | | [removed: 17.3] | | [added: | | | 18.3 | | |]

| 757-200 | | [removed: 53] | | | [removed: 48] | [added: 40] | | [added: | | | | 35 | | | | | |] 5 | | | [added: | | |] 142-176 | | | | [removed: 23.5] | | [added: | | | 23.9 | | |]

| 737-900ER | | [added: | | | |] 136 | | | [added: | | |] 136 | | | [added: | | |] — | | | [added: | | |] 179 | | | | [removed: 7.0] | | [added: | | | 8.0 | | |]

| 737-900 | | [added: | | | |] 12 | | | [added: | | |] 8 | | | [added: | | |] 4 | | | [added: | | |] 179 | | | | [removed: 18.3] | | [added: | | | 19.3 | | |]

| 737-800 | | [added: | | | |] 141 | | | [removed: 95] | | | [removed: 46] [added: 97] | | | [added: | | | 44 | | | | | |] 166 | | | | [removed: 15.8] | | [added: | | | 16.8 | | |]

| 737-700 | | [removed: 41] | | | [removed: 29] | [added: 49] | | [added: | | | | 37 | | | | | |] 12 | | | [added: | | |] 126 | | | | [removed: 20.8] | | [added: | | | 20.7 | | |]

| A320-200 | | [removed: 97] | | | [removed: 76] | [added: 96] | | [removed: 21] | | | [added: | 78 | | | | | | 18 | | | | | |] 150 | | | | [removed: 21.3] | | [added: | | | 22.3 | | |]

| A319-100 | | [removed: 80] | | | [removed: 57] | [added: 85] | | [removed: 23] | | | [added: | 56 | | | | | | 29 | | | | | |] 126-128 | | | | [removed: 18.1] | | [added: | | | 18.9 | | |]

In addition to the aircraft presented in the table above, United owned or leased the following [removed: mainline] [added: regional] aircraft as of December 31, [removed: 2019:][added: 2020:]

| Aircraft Type | | [added: | | | |] Total | | | [added: | | |] Owned | | | [added: | | | | | | | | |] Owned or Leased by Regional Carrier | | | [added: | | |] Regional Carrier Operator and Number of Aircraft | | | | [added: | | | | |] Seats in Standard Configuration | | [added: | | | |]

| Regional: | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Embraer E175/E175LL | | [removed: 170] | | | [removed: 71] | [added: 190] | | [added: | | | | 91 | | | | | | | | | | | |] 99 | | | [added: | | |] SkyWest: Mesa: Republic: [removed: ExpressJet:] | [removed: 65 60] [added: | | 90 72] 28 [removed: 17] | | | [removed: 70-76] | | [added: | 70 | | | (a) | | |]

| Embraer 170 | | [added: | | | |] 38 | | | [added: | | |] — | | | [added: | | | | | | | | |] 38 | | | [added: | | |] Republic: | [added: | |] 38 | | | [added: | | |] 70 | | [added: | | | |]

| CRJ700 | | [removed: 47] | | | [added: | 27 | | | | | |] — | | | [removed: 47] | | | [added: | | | | | | 27 | | | | | |] Mesa: SkyWest: [removed: GoJet:] | [removed: 20 19] [added: | |] 8 [added: 19] | | | [added: | | |] 70 | | [added: | | | |]

| CRJ550 | | [removed: 18] | | | [added: | 38 | | | | | |] — | | | [removed: 18] | | | [added: | | | | | | 38 | | | | | |] GoJet: | [removed: 18] | | [added: 38] | [added: | | | | |] 50 | | [added: | | | |]

| CRJ200 | | [added: | | | |] 133 | | | [added: | | |] — | | | [added: | | | | | | | | |] 133 | | | [added: | | |] SkyWest: Air Wisconsin: | [added: | |] 70 63 | | | [added: | | |] 50 | | [added: | | | |]

| Embraer ERJ 145 [removed: (XR/LR/ER)] [added: (XR/LR)] | | [removed: 175] | | | [removed: 168] | [added: 49] | | [removed: 7] | | | [removed: ExpressJet: Trans States:] [added: | 49 | | | | | | | | | | | | — | | | | | |] CommutAir: | [removed: 95 43 37] | | [added: 49] | [added: | | | | |] 50 | | [added: | | | |]

[removed: | • | Eight] [added: - Four] Embraer E175LLs, which were delivered but not yet in service; [removed: and |]

Firm Order and Option Aircraft. As of December 31, [removed: 2019,] [added: 2020 (adjusted to include the effects of the February 26, 2021 agreement with Boeing discussed below),] United had firm commitments and options to purchase new aircraft from Boeing, Airbus and Embraer as presented in the table below:

| | | | | | [added: | | | | | | |] Scheduled Aircraft Deliveries | | | | | [added: | | | | | | | | | |]

| Aircraft Type | | [added: | | | |] Number of Firm Commitments (a) | | | [removed: 2020] | | | [added: 2021 | | | | | | 2022 | | | | | |] After [removed: 2020] [added: 2022] | | [added: |]

| Airbus A321XLR | | [added: | | | |] 50 | | | [added: | | |] — | | | [added: | | | — | | | | | |] 50 | | [added: |]

| Airbus A350 | | [added: | | | |] 45 | | | [added: | | |] — | | | [added: | | | — | | | | | |] 45 | | [added: |]

| Boeing 737 MAX | | [removed: 171] | | | [removed: 44] | [added: 188] | | [added: | | | | 21 | | | | | | 40 | | | | | |] 127 | | [added: |]

| Boeing 787 | | [removed: 16] | | | [removed: 15] | [added: 11] | | [removed: 1] | | [added: | | 11 | | | | | | — | | | | | | — | | |]

| Embraer E175 | | [removed: 20] | | | [removed: 20] | [added: 4] | | [added: | | | | 4 | | | | | |] — | | [added: | | | | — | | |]

United also has [removed: agreements] [added: an agreement] to purchase [removed: 20 used Airbus A319 aircraft with expected delivery dates through 2022 and 19] [added: 11] used Boeing 737-700 aircraft with expected delivery dates [removed: through] [added: in] 2021.

United has major terminal facility leases at SFO, Washington Dulles, Chicago O'Hare, LAX, Denver, Newark, Houston Bush and Guam with expiration dates ranging from [removed: 2020] [added: 2021] through 2053.

In addition, United has multiple leases, which expire from [removed: 2020] [added: 2030] through 2033, for its principal executive office and operations center in downtown Chicago and administrative offices in downtown Houston.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 737 MAX 9 | | | | | | 22 | | | | | | 14 | | | | | | 8 | | | | | | 179 | | | | | | | | | 1.5 | | |

| Total mainline | | | | | | 812 | | | | | | 660 | | | | | | 152 | | | | | | | | | | | | | | | 16.0 | | |

In addition to the aircraft presented in the table above, United owned or leased, as of December 31, 2020, eleven Boeing 757-200s, three Airbus A319s, three Airbus A320s and one Boeing 767-200 that are not used in its operations.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Total regional | | | | | | 475 | | | | | | 140 | | | | | | | | | | | | 335 | | | | | | | | | | | | | | | | | | | | |

| (a) In 2020, the Company temporarily modified all 76-seat aircraft to have a 70-seat configuration as agreed upon in the Pandemic Recovery Agreement between the Company and its pilots. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

- 119 Embraer ERJ 145s currently in storage with several aircraft scheduled to be inducted into CommutAir's fleet throughout 2021 and 2022; and

- 12 CRJ700s that are being transitioned between CPAs and for which United continues to make monthly payments.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

On February 26, 2021, the Company entered into an agreement with The Boeing Company ("Boeing") for a firm order of 25 Boeing 737 MAX aircraft for delivery in 2023, and to reschedule the delivery of 40 previously ordered Boeing 737 MAX aircraft to 2022 and 5 Boeing 737 MAX aircraft into 2023.

In addition, United has an agreement to purchase 17 used Airbus A319 aircraft, which it intends to sell, with expected delivery dates in 2021 and 2022.

| | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Total mainline | | 777 | | | 635 | | | 142 | | | | | | | 15.6 | |

| | |

| --- | --- |

| • | Fourteen Boeing 737 MAX 9s, which are temporarily grounded pursuant to the FAA Order; |

| • | Four Boeing 747-400s, which are permanently grounded; |

| • | Three Airbus A320s, which are temporarily grounded; and |

| • | One Boeing 767-200, which is being subleased to another airline. |

| Total regional | | 581 | | | 239 | | | 342 | | | | | | | | |

In addition to the aircraft presented in the table above, United owned the following regional aircraft as of December 31, 2019:

| • | Three Embraer ERJ145s, which are temporarily grounded. |

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Boeing 777-300ER | | 2 | | | 2 | | | — | |

The Company expects to assign the purchase obligation for each of the 20 Embraer E175 aircraft to one of its regional partners at the time of such aircraft's delivery, subject to certain conditions.

The 44 Boeing 737 MAX aircraft in the table above include 16 Boeing B737 MAX aircraft of which the Company planned to take delivery in 2019, and 28 aircraft of which the Company planned to take delivery of in 2020; however, following the FAA Order, Boeing suspended deliveries of new Boeing 737 MAX aircraft.

The extent of the delay to the scheduled deliveries of new 737 MAX aircraft is expected to be impacted by the length of time the FAA Order remains in place, Boeing's production rate and the pace at which Boeing can deliver aircraft following the lifting of the FAA Order, among other factors.

As a result, the Company is unable to estimate the number of Boeing 737 MAX aircraft of which it will take delivery in 2020.

| | |

| --- | --- |

UAL's common stock is listed on the Nasdaq Global Select Market ("Nasdaq") under the symbol "UAL." As of February [removed: 18, 2020,] [added: 24, 2021,] there were [removed: 5,073] [added: 5,989] holders of record of UAL common stock.

The following graph shows the cumulative total stockholder return for UAL's common stock during the period from December 31, [removed: 2014] [added: 2015] to December 31, [removed: 2019.][added: 2020.]

The graph also shows the cumulative returns of the Standard and Poor's 500 Index ("SPX") and the NYSE Arca Airline Index ("XAL") of [removed: 14] [added: 15] investor-owned airlines over the same five-year period.

The comparison assumes $100 was invested on December 31, [removed: 2014] [added: 2015] in each of UAL common stock, the SPX and the XAL.

[removed: ][added: ]

The following table presents repurchases of UAL common stock made in the fourth quarter of [removed: 2019:][added: fiscal year 2020:]

| Period | | [added: | | | |] Total number of shares [removed: purchased (a) (b)] [added: purchased] | | | [added: | | |] Average price paid per [removed: share (b)(c)] [added: share] | | | | [added: | |] Total number of shares purchased as part of publicly announced plans or programs (a) | | | [removed: Approximate] [added: | | | Maximum number of shares (or approximate] dollar [removed: value] [added: value)] of shares that may yet be purchased under the plans or [removed: programs (in millions) (a)] [added: programs] | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| October 2020 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | — | |

| November 2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| December 2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Total | | | | | | — | | | | | | | | | | | | — | | | | | | | | |

(a) On April 24, 2020, UAL's Board of Directors terminated its share repurchase program.

Under the Payroll Support Program agreements and Loan Program, the Company and its business are subject to certain restrictions, including, but not limited to, restrictions on the ability to repurchase UAL's equity securities through September 26, 2026 (or such earlier date that is one year after repayment in full of the Term Loan Facility).

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| October 2019 | | 1,071,915 | | | $ | 87.65 | | | 1,071,915 | | | $ | 3,231 | |

| November 2019 | | 430,400 | | | 92.70 | | | | 430,400 | | | 3,191 | | |

| December 2019 | | 922,600 | | | 88.72 | | | | 922,600 | | | 3,109 | | |

| Total | | 2,424,915 | | | | | | | 2,424,915 | | | | | |

(a) In 2019, UAL repurchased approximately 19.2 million shares of UAL common stock for $1.6 billion.

In December 2017, UAL's Board of Directors authorized a $3.0 billion share repurchase program to acquire UAL's common stock.

In July 2019, UAL's Board of Directors authorized a new $3.0 billion share repurchase program to acquire UAL's common stock, in addition to any amounts remaining under the prior program.

As of December 31, 2019, the Company had approximately $3.1 billion remaining to purchase shares under its repurchase programs.

UAL may repurchase shares through the open market, privately negotiated transactions, block trades or accelerated share repurchase transactions from time to time in accordance with applicable securities laws.

(b) The table does not include shares withheld from employees to satisfy certain tax obligations due upon the vesting of restricted stock.

The United Continental Holdings, Inc. 2017 Incentive Compensation Plan and the United Continental Holdings, Inc. 2008 Incentive Compensation Plan, each provide for the withholding of shares to satisfy tax obligations due upon the vesting of restricted stock.

However, these plans do not specify a maximum number of shares that may be withheld for this purpose.

A total of 1,930 shares were withheld under the plans in the fourth quarter of 2019 at an average price of $89.67 per share.

These shares of common stock withheld to satisfy tax withholding obligations may be deemed to be "issuer purchases" of shares that are required to be disclosed pursuant to this Item.

(c) Average price paid per share is calculated on a settlement basis and excludes commission.

| | |

| --- | --- |

| | | [added: | | | |] Year Ended December 31, | | | | | | | | | | | | | | | | | | | [added: | | | | | | | |]

| | | [added: | | | | 2020 | | | | | |] 2019 | | | | [added: | |] 2018 [removed: (a)] | | | | [removed: 2017 (a)] | | [added: 2017] | | [removed: 2016] | | | | [removed: 2015] [added: 2016] | | |

| Income Statement Data (in millions, except per share amounts): | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| Operating revenue | | [added: | | | |] $ | [removed: 43,259] [added: 15,355] | | | [added: | |] $ | [removed: 41,303] [added: 43,259] | | | [added: | |] $ | [removed: 37,784] [added: 41,303] | | | [added: | |] $ | [removed: 36,558] [added: 37,784] | | | [added: | |] $ | [removed: 37,864] [added: 36,558] | |

| Operating expense | | [added: | | | | 21,714 | | | | | |] 38,958 | | | | [added: | |] 38,074 | | | | [removed: 34,166] | | [added: 34,166] | | [removed: 32,214] | | | | [removed: 32,698] [added: 32,214] | | |

| Operating income [added: (loss)] | | [added: | | | | (6,359) | | | | | |] 4,301 | | | | [added: | |] 3,229 | | | | [removed: 3,618] | | [added: 3,618] | | [removed: 4,344] | | | | [removed: 5,166] [added: 4,344] | | |

| Net income [added: (loss)] | | [added: | | | | (7,069) | | | | | |] 3,009 | | | | [added: | |] 2,122 | | | | [removed: 2,143] | | [added: 2,143] | | [removed: 2,234] | | | | [removed: 7,340] [added: 2,234] | | |

| Basic earnings [added: (loss)] per share | | [added: | | | | (25.30) | | | | | |] 11.63 | | | | [added: | |] 7.70 | | | | [removed: 7.08] | | [added: 7.08] | | [removed: 6.77] | | | | [removed: 19.52] [added: 6.77] | | |

| Diluted earnings [added: (loss)] per share | | [added: | | | | (25.30) | | | | | |] 11.58 | | | | [added: | |] 7.67 | | | | [removed: 7.06] | | [added: 7.06] | | [removed: 6.76] | | | | [removed: 19.47] [added: 6.76] | | |

| Balance Sheet Data at December 31 (in millions): | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| Unrestricted cash, cash equivalents and short-term investments | | [added: | | | |] $ | [removed: 4,944] [added: 11,683] | | | [added: | |] $ | [removed: 3,950] [added: 4,944] | | | [added: | |] $ | [removed: 3,798] [added: 3,950] | | | [added: | |] $ | [removed: 4,428] [added: 3,798] | | | [added: | |] $ | [removed: 5,196] [added: 4,428] | |

| Total assets | | [added: | | | | 59,548 | | | | | |] 52,611 | | | | [added: | |] 49,024 | | | | [removed: 47,469] | | [added: 47,469] | | [removed: 40,208] | | | | [removed: 40,861] [added: 40,208] | | |

| Debt and finance lease obligations [removed: (b)] | | [added: | | | | 27,153 | | | | | |] 14,818 | | | | [added: | |] 13,792 | | | | [removed: 13,576] | | [added: 13,576] | | [removed: 11,705] | | | | [removed: 11,759] [added: 11,705] | | |

| | | [added: | | | | 2020 | | | | | |] 2019 | | | | [added: | |] 2018 | | | | [removed: 2017] | | [added: 2017] | | [removed: 2016] | | | | [removed: 2015] [added: 2016] | | |

| Select operating statistics (a) | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| Passengers (thousands) (b) | | [added: | | | | 57,761 | | | | | |] 162,443 | | | | [added: | |] 158,330 | | | | [removed: 148,067] | | [added: 148,067] | | [removed: 143,177] | | | | [removed: 140,369] [added: 143,177] | | |

| Revenue passenger miles ("RPMs") (millions) (c) | | [added: | | | | 73,883 | | | | | |] 239,360 | | | | [added: | |] 230,155 | | | | [removed: 216,261] | | [added: 216,261] | | [removed: 210,309] | | | | [removed: 208,611] [added: 210,309] | | |

| Available seat miles ("ASMs") (millions) (d) | | [added: | | | | 122,804 | | | | | |] 284,999 | | | | [added: | |] 275,262 | | | | [removed: 262,386] | | [added: 262,386] | | [removed: 253,590] | | | | [removed: 250,003] [added: 253,590] | | |

| Cargo revenue ton miles (millions) (e) | | [added: | | | | 2,711 | | | | | |] 3,329 | | | | [added: | |] 3,425 | | | | [removed: 3,316] | | [added: 3,316] | | [removed: 2,805] | | | | [removed: 2,614] [added: 2,805] | | |

| Passenger revenue per available seat mile ("PRASM") (cents) | | [added: | | | | 9.61 | | | | | |] 13.90 | | | | [added: | |] 13.70 | | | | [removed: 13.13] | | [added: 13.13] | | [removed: 13.18] | | | | [removed: 13.11] [added: 13.18] | | |

| Total revenue per available seat mile ("TRASM") (cents) | | [added: | | | | 12.50 | | | | | |] 15.18 | | | | [added: | |] 15.00 | | | | [removed: 14.40] | | [added: 14.40] | | [removed: 14.42] | | | | [removed: 15.15] [added: 14.42] | | |

| Average yield per revenue passenger mile ("Yield") (cents) (g) | | [added: | | | | 15.98 | | | | | |] 16.55 | | | | [added: | |] 16.38 | | | | [removed: 15.93] | | [added: 15.93] | | [removed: 15.90] | | | | [removed: 15.72] [added: 15.90] | | |