United Airlines Holdings (UAL) 10-K risk factor changes: FY2022 vs FY2021

The COVID-19 [removed: pandemic] [added: pandemic, and related governmental regulations and restrictions,] has materially and adversely impacted our business, operating results, financial condition and liquidity.

The full extent of the impact will depend on future [removed: developments and how quickly we can return to more normal operations,] [added: developments,] among other things.

As a result, we experienced a precipitous decline in passenger demand and bookings for both business and leisure travel, which [removed: has] had an adverse impact that [removed: has been] [added: was] material to the Company's business, operating results, financial condition and liquidity and [removed: has] materially disrupted our strategic operating plans.

[removed: The] [added: In 2022, the] Company [removed: has seen] [added: saw] increasing demand for travel both domestically and internationally; however, as the situation surrounding the COVID-19 pandemic remains fluid, the pandemic has continued to negatively impact travel demand.

It remains difficult to reasonably predict the full extent of the ongoing impact of the COVID-19 pandemic on the Company's longer-term operational and financial performance, which will depend on a number of future developments, many of which are outside the Company's control, such as the ultimate duration of and factors impacting the recovery from the pandemic (including the efficacy and speed of vaccination programs in curbing the spread of the virus in different markets, the efficacy and availability of various treatment options, the introduction and spread of new variants of the virus that may be resistant to currently approved vaccines or treatment options and the continuation of existing or implementation of new government travel restrictions), the volatility of aircraft fuel prices, customer behavior [added: and preference] changes and [added: whether such changes are temporary or permanent, and] fluctuations in demand for air travel, among others.

[removed: The COVID-19 pandemic] and [removed: the measures taken in response] [added: related macroeconomic effects] may continue to impact many aspects of our business, operating results, financial condition and liquidity in a number of ways, including labor [removed: shortages (including reductions in] [added: market constraints and related costs (which impact] available staffing and [removed: related impacts to] [added: therefore] the Company's flight schedules and reputation), facility closures and related [removed: costs and] [added: costs,] disruptions to the Company's and its business partners' operations, reduced travel demand and consumer spending, increased fuel and other operating costs (including due to [removed: inflation),] [added: rising inflationary pressures),] supply chain [removed: disruptions,] [added: constraints,] logistics constraints, volatility in the price of our securities, our ability to access capital markets and volatility in the global economy and financial markets generally.

Our level of indebtedness has increased as we managed through the effects of the COVID-19 pandemic and [removed: may continue to increase.][added: positioned the Company for recovery.]

In June 2021, the Company announced its United Next plan, including [added: initial] firm orders of 270 aircraft, retrofitting plans and plans to increase mainline daily departures and available seats across the Company's North American network.

In developing our United Next plan, we made certain assumptions including, but not limited to, those related to the duration and scope of the [removed: continued] impacts from the COVID-19 pandemic, customer [removed: demand,] [added: demand (in light of the COVID-19 pandemic, inflation and changing economic conditions), fuel costs,] delivery of aircraft, [removed: potential] labor [added: market constraints] and [added: related costs,] supply chain [removed: shortages, inflation rates,] [added: constraints, inflationary pressures,] voluntary or mandatory groundings of aircraft, our regional network, competition, market consolidation and other macroeconomic and geopolitical factors.

In addition, we cannot provide any assurance that we will be able to successfully execute our strategic plan, our strategic plan will not result in additional unanticipated costs, the growth that we anticipate will occur through execution of our strategic plan will not exacerbate any other risk described in this Form 10-K (especially relating to [added: fuel costs, the impact of inflationary pressures,] our supply chain or our ability to attract, train and retain talent), our [removed: partners] [added: suppliers] will timely provide adequate products or support for our products (including delivery of aircraft) or our strategic plan will result in improvements in future financial performance.

These risks are heightened as a result of the Company's United Next [removed: order] [added: orders] in the second quarter of [removed: 2021, which was the largest order in] [added: 2021 and] the [removed: Company's history.][added: fourth quarter of 2022.]

Furthermore, if, for any reason, the Company is unable [added: or does not want] to accept deliveries of new aircraft or integrate such new aircraft into its fleet as planned, the Company may face higher financing and operating costs than [removed: planned,] [added: planned] or [added: litigation risks, or] be required to seek extensions of the terms for certain leased aircraft or otherwise delay the exit of other aircraft from its fleet.

[removed: Such unanticipated] [added: Unanticipated] extensions or delays may require the Company to operate existing aircraft beyond the point at which it is economically optimal to retire them, resulting in increased maintenance costs, or reductions to the Company's schedule, thereby reducing revenues.

In addition, any businesses or assets that we acquire in the future [added: increase our exposure to unknown liabilities or other issues and also] may [removed: underperform.][added: underperform as compared to expectations.]

Although we are committed to reducing our debt over the long term, an important part of the Company's strategy to expand its global network has included making significant investments, both domestically and in other parts of the world, including in other airlines and other aviation industry participants, producers of [removed: sustainable aviation fuel] [added: SAF] and manufacturers of electric and other new generation aircraft.

Future revenues, profits and cash flows of these and future investments and repayment of invested or loaned funds may not materialize due to safety concerns, regulatory issues, supply chain [removed: problems] [added: constraints] or other factors beyond our control.

We may not control the companies in which we make investments, and as a result, we will have limited ability to determine [removed: its] [added: their] management, operational decisions, internal controls and compliance and other policies, which can result in additional financial and reputational risks.

In addition, we may incur asset impairment charges related to [removed: acquisitions] [added: acquisitions, divestitures, investments] or [removed: divestitures] [added: joint ventures] that reduce our earnings.

For example, in 2020, United recorded a full credit loss allowance against the $515 million carrying value of the [removed: BRW] Term Loan [removed: (as defined in Note 8 to the financial statements included in Part II, Item 8 of this report)] [added: Agreement with, among others, BRW Aviation Holding LLC] and [added: BRW Aviation LLC ("BRW"), as guarantor and borrower, respectively, and the] related receivable.

In addition, due to the Company's substantial amount of debt, there [removed: can be no assurance of when we will be able to expand our] [added: are certain limitations on the Company's] business development capacity.

[removed: Pursuing] [added: Further, pursuing] these opportunities may require us to obtain additional equity or debt financing and could result in increased leverage and/or a downgrade of our credit ratings.

Open Skies agreements, including the longstanding agreements between the United States and each of the EU, Canada, Japan, Korea, New Zealand, Australia, Colombia and Panama, as well as the more recent agreements between the United States and each of [removed: Mexico] [added: Mexico, Brazil] and [removed: Brazil,] [added: the UK,] may also give rise to better integration opportunities among international carriers.

Further airline and airline alliance consolidations or reorganizations could occur in the future, and other airlines participating in such activities may significantly improve their cost structures or revenue generation [removed: capabilities, thereby potentially making them stronger competitors of the Company and impairing the Company's ability to realize expected benefits from its own strategic relationships.]

In addition, the decrease in qualified pilots driven primarily by changes to federal regulations has adversely impacted and could continue to [removed: affect] [added: adversely impact] the Company's regional flying.

[removed: Our] [added: United Express] regional [removed: partners] [added: carriers] have been unable to hire adequate numbers of pilots to meet their needs, resulting in a reduction in the number of flights offered, disruptions in scheduled flights, increased costs of operations, financial difficulties and other adverse effects and these circumstances may become more severe in the future and [removed: thereby] [added: could] cause a material adverse effect on our business.

Robust demand for [removed: the Company's] air transportation [removed: services] depends largely on favorable economic conditions, including the strength of the domestic and foreign economies, low unemployment levels, strong consumer confidence levels and the availability of consumer and business credit.

[added: In addition, an increase in price levels generally or in price levels in a particular sector (such as current rising inflationary pressures related to domestic and global supply chain constraints, which have] led to both overall price increases and pronounced price increases in certain sectors) could result in a shift in consumer demand away from both leisure and business travel.

[removed: Failure of these parties to perform as expected, or interruptions in the Company's relationships with these providers or their provision] [added: provision] of services to the Company, could have a material adverse effect on the Company's business, operating results and financial condition.

Extended interruptions or disruptions in service at major airports where we operate could have a material adverse impact on our operations, [added: including our ability to operate our existing flight schedule] and [added: to expand or change our route network in the future, and] space, facility and infrastructure constraints at our hubs or other airports may prevent the Company from maintaining existing service and/or implementing new service in a commercially viable manner.

An extended interruption or disruption at one of our hubs or other airports where we have a significant presence resulting from ATC delays, weather conditions, natural disasters, growth constraints, relations with third-party service providers, failure of computer systems, disruptions to government agencies or personnel (including as a result of government shutdowns), disruptions at airport facilities or other key facilities used by us to manage our operations, labor [removed: relations,] [added: relations and market constraints,] power supplies, fuel supplies, terrorist activities, international hostilities or otherwise could result in the cancellation or delay of a significant portion of our flights and, as a result, could have a material [added: adverse] impact on our business, operating results and financial condition.

[removed: We] [added: For example, we] have a significant portion of our maintenance operations at our SFO airport hub and any disruption or interruption at our SFO hub could have a serious impact on our overall operations.

[removed: additional projects that we expect to commence over the next several years is expected to result in increased costs to airlines] and the traveling public that use those facilities as the airports seek to recover their investments through increased rental, landing and other facility costs.

The Company's reputation or brand image could be adversely impacted by any failure to maintain satisfactory practices for all of our operations and [removed: activities,] [added: activities;] any failure to achieve and/or make progress toward our [removed: environmental and sustainability goals or our] [added: environmental, safety,] diversity, equity and inclusion [added: or other social and governance ("ESG")] goals, [added: which are subject to risks and uncertainties that are outside of our control; our stakeholders not being satisfied with our ESG goals or strategy or efforts to meet the goals;] public pressure from investors or policy groups to change our [removed: policies,] [added: policies;] customer perceptions of our advertising campaigns, sponsorship arrangements or marketing programs, [added: including greenwashing concerns regarding our advertising campaigns and marketing programs related to our sustainability initiatives;] or customer perceptions of statements made by us, our employees and executives, agents or other third parties.

[removed: These systems could suffer substantial or repeated disruptions due to various events, some of which are beyond the Company's control (including natural disasters, power failures, terrorist attacks, dependencies on third-party technology services, equipment or software failures, cybersecurity attacks or other] security breaches and the deployment by certain wireless carriers of [removed: new] "5G" service networks), which could reduce the attractiveness of the Company's services versus those of our competitors, materially impair our ability to market our services and operate our flights, result in the unauthorized release of confidential or [removed: otherwise protected] [added: sensitive] information, [added: or information that should be protected from inadvertent disclosures,] negatively impact our reputation among our customers and the public, subject us to liability to third parties, regulatory action or contract termination and result in other increased costs, lost revenue and the loss [added: of,] or compromise [removed: of] [added: to the integrity, availability or confidentiality of,] important data.

We have [added: cybersecurity frameworks,] resiliency initiatives and disaster recovery plans in place to prevent and mitigate disruptions, and we continue to invest in improvements to these initiatives and plans.

However, these measures may not be adequate to prevent or mitigate disruptions or provide coverage for all of the Company's associated [removed: costs.][added: costs, some of which may be unforeseeable.]

The Company may also face challenges in implementing, integrating and modifying the automated systems and technology required to operate its business, which may require significant expenditures, human resources, the development of effective [added: internal controls and the transformation of business and financial processes.]

Our network, systems and storage applications, and those systems and applications maintained by our third-party commercial partners (such as [added: cloud computing companies,] credit card companies, [removed: our] regional [added: airline] carriers and international airline partners) may be subject to attempts to gain unauthorized access, breach, malfeasance or other system disruptions, including those involving criminal hackers, denial of service attacks, hacktivists, state-sponsored actors, corporate espionage, employee malfeasance and human or technological error.

In addition, several large organizations recently have been affected by "ransomware" attacks, and these highly publicized events may embolden individuals or groups to target our systems or [removed: the third party] [added: third-party] systems on which we rely.

Furthermore, the Company's remote work arrangements [added: may] make it more vulnerable to targeted activity from cybercriminals and significantly increase the risk of cyberattacks or other security breaches.

These investments are inherently risky and may not be successful.

Further, acquisitions and investments create exposure to assumed litigation and unknown liabilities, as well as undetected internal control, regulatory compliance or other issues, or additional costs not anticipated at the time the transaction was completed, and our due diligence efforts may not identify such liabilities or issues, or they may not be disclosed to us.

The COVID-19 pandemic, the measures taken in response

For example, in February 2021, the FAA issued an Emergency Airworthiness Directive regarding certain Boeing 777 Pratt & Whitney powered aircraft, which required the Company to keep more than 50 aircraft out of service until required repairs were made to improve the safety of the engines.

capabilities, thereby potentially making them stronger competitors of the Company and impairing the Company's ability to realize expected benefits from its own strategic relationships.

Many of our suppliers are experiencing inflationary pressures, as well as disruptions due to the lingering impacts of COVID-19, global supply chain and labor market constraints and related costs.

If one or more of our suppliers, our contractors or their subcontractors continue to experience financial difficulties, delivery delays or other performance problems, they may be unable to meet their commitments to us and our financial position, results of operations and cash flows may continue to be adversely impacted.

Reduced or flat consumer spending may drive us and our competitors to reduce or offer promotional prices, which would negatively impact our gross margin.

In addition, if inflation continues to rise, we may not be able to adjust prices sufficiently to offset the effect without further negatively impacting travel demand or our gross margin.

Any of the foregoing would adversely affect the Company's business and operating results.

Failure of these parties to perform as expected, or interruptions in the Company's relationships with these providers or their

For example, because we prioritize operational excellence and continually work to optimize our route network and schedule, in light of the industry-wide operational challenges at airports in our network that have limited our system-wide capacity (one of the more prominent being the grounding of a number of the Company's transatlantic flights in response to the capacity cut by London Heathrow airport during the summer of 2022), in 2022 we decided to reconfigure our proposed flight schedule and capacity to help improve our operational performance and our customers' experience.

These industry-wide operational challenges had a negative impact on our business and operating results and are expected to continue.

In the future, we may not be able to adjust our operations to mitigate their effect in the future, which may have a negative impact on our business, operating results, financial condition and liquidity and limit our ability to expand or change our route network in the future and execute our United Next strategy.

Capital spending projects of airport authorities currently underway and additional projects that we expect to commence over the next several years is expected to result in increased costs to airlines

Although we currently have sufficient slots or analogous authorizations to operate our existing flights and we have generally, but not always, been able to obtain the rights to expand our operations and to change our schedules.

Regulators, customers, investors, employees and other stakeholders are focusing more on ESG impacts of operations and related disclosures, which are subject to rules, regulations and standards for collecting, measuring and reporting that are still developing, involve internal controls and processes that continue to evolve, depend in part on third-party performance or data that is outside the Company's control and have resulted in, and are likely to continue to result in, increased general and administrative expenses and increased management time and attention spent complying with or meeting such expectations, rules, regulations and standards.

The ongoing relevance of our brand may depend on our ability to achieve our ESG goals, further our ESG initiatives and comply with related federal, state and international binding or non-binding legislation, regulation, standards and accords as well as on the accuracy, adequacy or completeness of our disclosures relating to our ESG goals and initiatives and progress against those goals.

These systems could suffer substantial or repeated disruptions due to various events, some of which are beyond the Company's control (including natural disasters (which may occur more frequently or intensely as a result of the impacts of climate change), power failures, terrorist attacks, dependencies on third-party technology services, equipment or software failures, cybersecurity attacks or other

Depending on the regulatory interpretation and enforcement of emerging data protection regulations and industry standards, the Company's business operations could be impacted, up to and including being unable to operate, within certain jurisdictions.

from the improper collection and/or dissemination of personally identifiable information from employees, customers or other stakeholders.

Furthermore, there is increasing litigation in the airline industry over the application of state and local employment and labor laws to airline employees, particularly those based in California.

Most recently, the U.S. Supreme Court denied review of a Ninth Circuit ruling which held that federal law did not preempt California state meal and rest break laws from applying to certain California based flight attendants.

This decision adversely affects the Company's defenses with respect to certain employee groups in California, and it may give rise to additional litigation in these and other areas previously found to be preempted by federal law.

The Company is a defendant in a number of proceedings regarding alleged non-compliance with wage and hour laws.

Adverse decisions in these cases could adversely impact our operational flexibility, uniform application of our negotiated collective bargaining agreements, and result in imposition of damages and fines which could be significant.

Competition for qualified talent in the aviation industry is intense and labor market constraints have impacted our operations in 2022, which may continue during 2023.

& Whitney powered aircraft), which has had an effect that has been material to the Company's business, operating results and financial condition.

The potential transition cost to a lower-carbon economy could be prohibitively expensive without appropriate government policies and incentives in place.

The Company believes that strategic opportunities exist for it as a result of climate change and that the sustainability-related solutions being pursued to advance its climate goals will help mitigate several of these potential risks posed by the transition to a lower-carbon economy.

Company.

In addition, the Company believes it is possible that, in the future, segments of the public may choose to fly less frequently as a result of negative perception of the environmental impact of air travel or fly on an airline based on carriers' GHG emissions or which carrier they perceive as operating in a manner that is more sustainable to the climate, which presents both a challenge and an opportunity for the Company and is why the Company is resolute in attaining its mid-term and long-term climate goals; if this trend materializes, the Company's results of operations could be adversely impacted and those impacts could be exacerbated if the Company fails to meet or properly report on its climate change goals and commitments.

Moreover, the Company's primary effort with respect to one of its key pathways to achieving its climate goals is reducing its fossil jet fuel consumption by working with strategic partners to employ and commercialize the use of SAF, which is aligned with the sustainability commitments of the Company's corporate customers to mitigate their travel emissions in accordance with their respective climate goals.

The Company has been able to increase its purchases of SAF in recent years due to its corporate customers' funding of the price premium for SAF through the Company's Eco-Skies Alliance, but the willingness of corporate customers to fund the price premium for SAF in the future could decrease, including based on economic factors or concerns regarding the validity of a book and claim approach for claiming the emissions reductions from SAF.

The Company may incur substantial costs and operational disruptions as a result of both its physical risks (such as extreme weather conditions or rising sea levels) and transition risks (such as regulatory or technological changes) associated with climate change.

The Company is subject to market risks relating to the phase out of the London interbank offered rates ("LIBOR") and the transition into an index calculated by short-term repurchase agreements – the Secured Overnight Financing Rate ("SOFR") or another alternate reference rate.

In March 2022, the U.S. enacted the Adjustable Interest Rate (LIBOR) Act, with publication in December 2022 by the Federal Reserve Board of related implementing rules, intended to provide a statutory framework to replace USD-LIBOR with a benchmark rate based on SOFR for contracts governed by U.S. law that have no or ineffective fallback provisions.

Since January 1, 2022, our new floating rate debt facilities have generally utilized SOFR-based rates as the initial reference rate.

However, we still have variable rate debt based on LIBOR.

We have commenced the process of replacing LIBOR as a benchmark in such existing floating rate obligations, but there is no assurance that such replacements will be concluded, or will be concluded prior to LIBOR rates ceasing to be published.

COVID-19 Pandemic Risks

In addition, the outbreak and spread of the COVID-19 pandemic have adversely impacted customer perceptions of the health, safety, ease and predictability of air travel and these negative perceptions could continue even after the pandemic subsides.

Actual or perceived risk of infection on our flights, at airports and during other travel-related activities has had, and may continue to have, a material adverse effect on the public's perception of air travel, which has harmed, and may continue to harm, our reputation and brand and result in reduced demand for the Company's flights or the flights of its codeshare partners or regional carriers.

We have incurred, and expect that we will continue to incur, COVID-19-related costs as we sanitize aircraft, implement additional hygiene-related protocols and take other actions to limit the threat of infection among our employees and passengers and combat negative customer perceptions of the health and safety of travel on our aircraft and at our terminals.

The COVID-19 pandemic has resulted in an increase in demand from consumers for refunds on their tickets, and if increased demand for refunds continues, we are at risk of triggering liquidity covenants in these processing agreements.

If such covenants were triggered, it could force us to post cash collateral.

In addition, under the terms of certain assistance received by the Company under the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") and related legislation, the Company's business is subject to certain restrictions, including requirements to maintain certain levels of scheduled service.

Moreover, the Company may plan to seek additional liquidity in the near-term and the Company's ability to obtain additional financing is subject to certain limitations, including covenants in several of the

Company's debt agreements that limit its ability to incur additional indebtedness.

In addition, the terms of any additional financing may subject the Company to additional covenants limiting its operational and financial flexibility.

We, as well as our partners, are facing and could continue to face potential other negative consequences stemming from the COVID-19 pandemic, including but not limited to increased cyber threats, such as phishing, social engineering and malware attacks partly due to the increase in remote work arrangements, supply chain constraints and an increasingly competitive labor market due to an industry-wide sustained labor shortage, including for skilled labor.

If a regional carrier, supplier, third party vendor or service provider were unable to timely provide adequate products or support for its products (including aircraft), or otherwise fulfill its commitments to the Company, the Company's operations could be materially adversely affected.

For example, the Company decided to voluntarily ground its Boeing 737 aircraft following certain electrical issues, and in February 2021, the FAA issued an Emergency Airworthiness

Directive regarding certain Boeing 777 Pratt & Whitney powered aircraft.

The grounding of the Boeing 777 Pratt & Whitney powered aircraft and Boeing 737 aircraft has adversely affected our business and could adversely affect our business going forward if their return to service is significantly delayed.

In addition, an increase in price levels generally or in price levels in a particular sector (such as current inflation related to domestic and global supply chain issues, which has

During such periods, the Company's business and operating results have been and may in the future be adversely affected.

Capital spending projects of airport authorities currently underway and

internal controls and the transformation of business and financial processes.

attempt to pressure the Company in collective bargaining negotiations.

Competition for qualified talent in the aviation industry is intense, especially during the COVID-19 pandemic, and the tight labor markets have led to operational challenges that we expect to continue during 2022.

The DOT (including FAA) may limit the Company's airport access by limiting the number of

hazardous materials and wastes.

Prices of fuel are also impacted by

customary for such financings.

There is currently uncertainty around the phase out of London interbank offered rates ("LIBOR").

At this time, uncertainty remains as to what rate or rates may become accepted alternatives to LIBOR, and it is impossible to predict whether and to what extent banks will continue to provide LIBOR submissions to the administrator of LIBOR and whether LIBOR rates presently expected to be published until June 2023 will cease to be so published or supported before or after such time.

We have issued variable rate debt based on LIBOR and have undertaken interest rate swaps that contain a variable element based on LIBOR.

Although SOFR appears to be the preferred replacement rate for USD LIBOR at this time, if the financial market coalesces around an alternative benchmark rate method to LIBOR that is different than SOFR, we may need to renegotiate these agreements.

In addition, the phase out or replacement of LIBOR could cause disruptions in the credit markets that lead to a downgrade of our current credit rating, which could increase our future borrowing costs and our cost of capital, impair our ability to access capital and credit markets on terms commercially acceptable to us and adversely affect our liquidity and capital resources.

repurchase of any debt with the Company's common stock, the acquisition or disposition of any stock by a stockholder owning 5% or more of the outstanding shares of UAL common stock, or a combination of the foregoing.

are not necessarily indicative of future operating results.

Management's discussion and analysis of financial condition and results of operations is provided as a supplement to and should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Form 10-K and the description of our business and reportable segments in [added: Part I,] Item [removed: 1 above to enhance the understanding of our results of operations, financial condition and cash flows.][added: 1.]

This section generally discusses [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] items and year-to-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

Discussions of [removed: 2019] [added: 2020] items and year-to-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] are not included in this Form 10-K and can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2020] [added: 2021] filed with the U.S. Securities and Exchange Commission (the "SEC") on [removed: March 1, 2021] [added: February 18, 2022] (the [removed: "2020] [added: "2021] Annual Report").

United Airlines Holdings, Inc. (together with its consolidated subsidiaries, "UAL" or the "Company") is a holding company and its [removed: principal,] wholly-owned subsidiary is United Airlines, Inc. (together with its consolidated subsidiaries, "United").

[removed: The Company's] [added: Our] shared purpose is "Connecting People.

Uniting the World." [removed: The Company has] [added: We have] the most comprehensive route network among North American carriers, including U.S. mainland hubs in Chicago, Denver, Houston, Los Angeles, New York/Newark, San Francisco and Washington, D.C.

In addition, United comprises approximately the entire balance of UAL's assets, liabilities and operating [removed: cash flows.]

Our business and operating results for [removed: 2021] [added: 2022] continued to be [removed: significantly] [added: negatively] impacted by the COVID-19 [removed: pandemic.][added: pandemic, particularly in the first half of the year.]

Given the more significant impact of the pandemic on our business and operating results in [removed: 2020,] [added: 2020 and 2021,] we believe that a comparison of our [removed: 2021] [added: 2022] results to 2019 for certain key metrics in this financial overview discussion is more reflective of the impact of the COVID-19 pandemic.

Our current expectations described below are forward-looking statements and our actual results and timing may vary materially based on various factors that include, but are not limited to, those discussed below under [added: "Economic and Market Factors" and] "Cautionary Statement Regarding Forward-Looking Statements" and in Part I, Item 1A.

[removed: We] [added: For instance, we] have delayed a portion of our previously planned capacity increases for full year [removed: 2022] [added: 2023 in response to several factors] and [added: trends noted above and] may need to implement further modifications.

As of December 31, [removed: 2021,] [added: 2022, the Company had $16.4 billion in] unrestricted cash, cash equivalents and short-term [removed: investments totaled $18.4 billion, an increase] [added: investments, a decrease] of approximately [removed: $13.5] [added: $2.0] billion from December 31, [removed: 2019.][added: 2021.]

[removed: We] [added: As of December 31, 2022, the Company] had approximately [removed: $41.1] [added: $37.3] billion of debt, finance lease, operating lease and [removed: sale-leaseback obligations as of December 31, 2021 (including $4.5] [added: other financial liabilities, including $3.6] billion that will become due in the next 12 [removed: months), up from approximately $20.5 billion as of December 31, 2019.][added: months.]

[removed: *Adjusted] [added: - Adjusted] cost per available seat mile [removed: ("CASM-ex").* The Company expects full year 2022] [added: ("CASM-ex"): We believe that our] CASM-ex (a non-GAAP financial measure defined as [removed: CASM] [added: cost or operating expense per available seat mile ("CASM")] excluding fuel, profit sharing, third-party business expense and special [removed: charges; see "Supplemental Information" below) to] [added: charges (credits)) targets in connection with our United Next plan will] be [removed: higher than 2019.][added: key in driving absolute and relative margin improvement.]

[removed: In the second quarter of 2021, United announced its] [added: Our] United Next [removed: plan, which] [added: plan is our fundamental strategic evolution for driving future growth that] we believe will have a transformational effect on the customer experience and earnings power of [removed: the] [added: our] business.

[removed: It] [added: Our groundbreaking United Next strategy] is expected to increase United's average gauge in North America, [added: to increase] the total number of available seats per [removed: departure, by almost 30% by 2026 versus 2019, as well as] [added: departure and to] significantly lower carbon emissions per seat.

[removed: New aircraft] [added: United] will [removed: come] [added: retrofit 100% of its mainline, narrow-body planes] with [removed: a new] [added: its] signature interior that includes seat-back entertainment in every seat, larger overhead bins for every passenger's carry-on bag and the industry's fastest available in-flight WiFi, as well as a bright look-and-feel with LED lighting.

The Company plans to replace older, smaller mainline jets and at least 200 single-class regional jets with larger aircraft, which we expect will lead to [removed: significant sustainability] [added: fuel efficiency] benefits compared to older [removed: planes: an expected 11% overall improvement in fuel efficiency and] [added: planes, including] an expected [removed: 17-20%] [added: 17-25%] lower carbon [removed: emission] [added: emissions] per seat compared to older planes.

We believe [added: that] United Next will allow us to differentiate our network and segment our products with a greater premium [removed: offering,] [added: offering] while also maintaining fare competitiveness with low-cost carriers.

| (in millions) | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | | | | | 2019 | | |

| Operating revenue | | | $ | [added: 44,955 | | | | | $ |] 24,634 | | | | | $ | 15,355 | | | | | $ | 43,259 | |

| Operating expense | | | [added: 42,618 | | | | | |] 25,656 | | | | | | 21,714 | | | | | | 38,958 | | |

| Operating income (loss) | | | [added: 2,337 | | | | | |] (1,022) | | | | | | (6,359) | | | | | | 4,301 | | |

| Nonoperating expense, net | | | [added: (1,347) | | | | | |] (1,535) | | | | | | (2,463) | | | | | | (387) | | |

| Income tax expense (benefit) | | | [added: 253 | | | | | |] (593) | | | | | | (1,753) | | | | | | 905 | | |

| Net income (loss) | | | $ | [added: 737 | | | | | $ |] (1,964) | | | | | $ | (7,069) | | | | | $ | 3,009 | |

| | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | | | | | 2019 | | |

| Passengers (thousands) (a) | | | [added: 144,300 | | | | | |] 104,082 | | | | | | 57,761 | | | | | | 162,443 | | |

| Revenue passenger miles ("RPMs") (millions) (b) | | | [added: 206,791 | | | | | |] 128,979 | | | | | | 73,883 | | | | | | 239,360 | | |

| [removed: ASMs] [added: Available seat miles ("ASMs")] (millions) [added: (c)] | | | [added: 247,858 | | | | | |] 178,684 | | | | | | 122,804 | | | | | | 284,999 | | |

| Cargo revenue ton miles (millions) [removed: (c)] [added: (d)] | | | [added: 3,041 | | | | | |] 3,285 | | | | | | 2,711 | | | | | | 3,329 | | |

| Passenger load factor [removed: (d)] [added: (e)] | | | [added: 83.4 | | % | | | |] 72.2 | | % | | | | 60.2 | | % | | | | 84.0 | | % |

| Passenger revenue per available seat mile ("PRASM") [added: (cents)] | | | [added: 16.15 | | | | | |] 11.30 | | | | | | 9.61 | | | | | | 13.90 | | |

| Total revenue per available seat mile ("TRASM") [added: (cents)] | | | [added: 18.14 | | | | | |] 13.79 | | | | | | 12.50 | | | | | | 15.18 | | |

| Average yield per revenue passenger mile ("Yield") [removed: (e)] [added: (cents) (f)] | | | [added: 19.36 | | | | | |] 15.66 | | | | | | 15.98 | | | | | | 16.55 | | |

| CASM [added: (cents)] | | | [added: 17.19 | | | | | |] 14.36 | | | | | | 17.68 | | | | | | 13.67 | | |

| Average stage length (miles) [removed: (f)] [added: (g)] | | | [added: 1,437 | | | | | |] 1,315 | | | | | | 1,307 | | | | | | 1,460 | | |

| Employee headcount, as of December 31 | | | [added: 92,800 | | | | | |] 84,100 | | | | | | 74,400 | | | | | | 95,900 | | |

| (a)The number of revenue passengers measured by each flight segment flown. (b)The number of scheduled miles flown by revenue passengers. (c)The number of [added: seats available for passengers multiplied by the number of scheduled miles those seats are flown. (d)The number of] cargo revenue tons transported multiplied by the number of miles flown. [removed: (d)RPMs] [added: (e)RPMs] divided by ASMs. [removed: (e)The] [added: (f)The] average passenger revenue received for each revenue passenger mile flown. [removed: (f)Average] [added: (g)Average] stage length equals the average distance a flight travels weighted for size of aircraft. | | | | | | | | | | | | | | | | | | [added: | | | | | |]

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | Increase (Decrease) | | | | | | % Change | | |

Business of this Form 10-K to enhance the understanding of our results of operations, financial condition and cash flows.

cash flows.

Strategy

As part of our United Next plan, in June 2021 we announced our firm order for the purchase of 270 new Boeing and Airbus aircraft, which at the time was the largest combined order in the airline's history and the biggest by an individual carrier in the last decade.

In December 2022, we announced the largest widebody order by a U.S. carrier in commercial aviation history (100 Boeing 787 Dreamliners with options to purchase 100 more), the exercise of options to purchase 44 Boeing 737 MAX aircraft for delivery between 2024 and 2026, the firm orders of 56 more Boeing 737 MAX aircraft for delivery between 2027 and 2028 and the acquisition of an additional 100 options to purchase additional Boeing 737 MAX aircraft.

We now expect to take delivery of about 700 new narrow and widebody aircraft by the end of 2033.

The carrier's international widebodies will feature the United Polaris® business class seat as well as United Premium Plus® seating.

The Company remains squarely focused on delivering on four strategic pillars:

- United Next: Along with the items mentioned above, additional elements of the United Next plan include hiring over 50,000 new employees, expanding our leading global network to underserved countries and making significant technology changes designed to improve the customer experience and drive operational efficiency.

- Operational excellence: The most important factor for customer satisfaction is on-time flights.

We face some unique challenges in this respect because we operate hubs in the most congested and constrained airports in the country.

That backdrop means that United needs to be a leader at using technology to overcome these challenges.

We believe that we have been doing that, but we have a lot of ideas to continue making advancements in this area.

Moreover, having best-in-class CASM-ex performance is expected to provide the cash flow needed to support our planned investments in growth.

- Customer service: We believe that excellent customer service is part of de-commoditizing air travel.

Our people are our greatest asset and they are by far the most important part of our product.

A great route network, new aircraft, great

Wi-Fi, etc. are a necessary but not sufficient condition for a great brand.

Ultimately our people provide customers with the service they expect.

Economic and Market Factors

The airline industry is highly competitive, marked by significant competition with respect to routes, fares, schedules (both timing and frequency), services, products, customer service and frequent flyer programs.

We, like other companies in our industry, have been subject to these and other industry-specific competitive dynamics.

In addition, our operations, supply chain, partners and suppliers have been subject to various global macroeconomic factors.

We expect to continue to remain vulnerable to a number of industry-specific and global macroeconomic factors that may cause our actual results of operations to differ from our historical results of operations or current expectations.

The factors and trends that we currently believe are or will be most impactful to our results of operations and financial condition include the following: the execution risks associated with our United Next plan; the impact on the Company of significant operational challenges by third parties on which we rely; rising inflationary pressures; labor market and supply chain constraints and related costs affecting us and our partners; volatile fuel prices; aircraft delivery delays; the lasting effects of the COVID-19 global pandemic and related governmental regulations and restrictions, that we believe will change how our customers fly in ways that we expect to be both positive and negative for the Company, including the lingering impact of the pandemic on the return of business and international—especially in our China market— travel demand to pre-COVID-19 levels; the closure of our flying airspace and termination of other operations due to regional conflicts, including the continuation of the suspension of our overflying in Russian airspace as well as third-party general sales agent services in Russia as a result of the Russia-Ukraine military conflict and an escalation of the broader economic consequences of the conflict beyond their current scope; and changes in general economic conditions in the markets in which the Company operates, including an economic downturn leading to a decrease in demand for air travel or fluctuations in foreign currency exchange rates that may impact international travel demand.

We continue to monitor the potential favorable or unfavorable impacts of these and other factors on our business, operations, financial condition and future results of operations, which are dependent on future developments, including as a result of those factors discussed in Item 1A.

Risk Factors, of this Form 10-K.

Our future results of operations may be subject to volatility and our growth plans may be delayed, particularly in the short term, due to the impact of the above factors and trends.

However, based on the current trend of our business operations, the Company believes that the long-term outlook for the Company remains positive due to the expected continued return of travel demand and the anticipated benefits by the United Next plan.

Absent significant and prolonged COVID-19 relapses or global economic disruptions, we believe that the expected long-term increase in travel demand will offset increased costs and that the expected operational challenges can be managed in a manner that will allow us to support increased demand.

Despite the lingering effects of COVID-19 induced business interruptions, which has caused the Company's recovery from the COVID-19 pandemic not to follow a linear path, we have seen increasing demand for travel both domestically and internationally in countries where entry is permitted as we operated at approximately 87% of our 2019 capacity during 2022.

However, it remains difficult to reasonably assess or predict the full extent of the impact of the COVID-19 pandemic on the broader economy and how consumer behavior may change—and whether such change is temporary or permanent.

As a result, the Company's operational and financial performance, particularly in the short-term, may be subject to volatility in the future.

Risk Factors.

| CASM-ex (Non-GAAP) (cents) | | | 11.73 | | | | | | 12.96 | | | | | | 17.13 | | | | | | 10.21 | | |

| Passenger revenue | | | $ | 40,032 | | | | | $ | 20,197 | | | | | $ | 19,835 | | | | | 98.2 | | |

| Cargo | | | 2,171 | | | | | | 2,349 | | | | | | (178) | | | | | | (7.6) | | |

| Passenger revenue (in millions) | | | | | | $ | 11,104 | | | | | $ | 5,634 | | | | | $ | 1,513 | | | | | $ | 1,584 | | | | | $ | 19,835 | |

| Passenger revenue | | | | | | 74.9 | | % | | | | 244.3 | | % | | | | 247.2 | | % | | | | 64.3 | | % | | | | 98.2 | | % |

| Average fare per passenger | | | | | | 31.2 | | % | | | | 21.6 | | % | | | | 4.8 | | % | | | | 35.4 | | % | | | | 43.0 | | % |

The Company is unable to reconcile forward-looking projections to accounting principles generally accepted in the United States of America ("GAAP"); refer to "Supplemental Information" below for further details.

*Impact of the COVID-19 Pandemic*

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 Company's business, operating results, financial condition and liquidity.

The Company has seen increasing demand for travel both domestically and in countries where entry is permitted; however, as the situation surrounding the COVID-19 pandemic remains fluid, the pandemic has continued to negatively impact travel demand.

It remains difficult to reasonably assess or predict the full extent of the ongoing impact of the COVID-19 pandemic on the Company's longer-term operational and financial performance, which will depend on a number of future developments, many of which are outside the Company's control, such as the ultimate duration of and factors impacting the recovery from the pandemic (including the efficacy and speed of vaccination programs in curbing the spread of the virus in different markets, the efficacy and availability of various treatment options, the introduction and spread of new variants of the virus that may be resistant to currently approved vaccines or treatment options, and the continuation of existing or implementation of new government travel restrictions), customer behavior changes and fluctuations in demand for air travel, among others.

The COVID-19 pandemic and the measures taken in response may continue to impact many aspects of our business, operating results, financial condition and liquidity in a number of ways, including labor shortages (including reductions in available skilled labor and related impacts to the Company's flight schedules and reputation), facility closures and related costs, disruptions to the Company's and its business partners' operations, reduced travel demand and consumer spending, increased fuel and other operating costs, supply chain disruptions, logistics constraints, inflation, volatility in the price of our securities, our ability to access capital markets and volatility in the global economy and financial markets generally.

We have reduced our capacity as we managed through the effects of the COVID-19 pandemic, which in 2021 remained significantly lower than capacity prior to the pandemic and resulted in a significant reduction to our revenue through the date of this report.

We operated at approximately 63% of our full year 2019 capacity during the full year of 2021.

The Company is taking steps to be prepared for recovery as demand for travel continues to generally increase, which include investing in innovative technology, focusing on process improvements and implementing the United Next transformative strategy.

We have taken steps to strengthen our financial position during this period of market uncertainty, which has resulted in an increase of our overall debt levels.

The Company's recovery from the COVID-19 pandemic has not followed a linear path, and due to the significant uncertainty that remains, its future operating performance, particularly in the short-term, may be subject to volatility.

Risk Factors— *"The COVID-19 pandemic has materially and adversely impacted our business, operating results, financial condition and liquidity.

The full extent of the impact will depend on future developments and how quickly we can return to more normal operations, among other things.

If the impacts from the COVID-19 pandemic extend beyond our assumed timelines, our actual results may vary significantly from our expectations"* of this report.

Outlook for Full Year 2022

*Capacity.* The Company expects its scheduled capacity for full year 2022 to be down versus 2019.

Strategic Objectives

New aircraft are expected to increase North America premium seat counts by 75% per short-haul departure by 2026 versus 2019.

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

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

| Passenger revenue | | | $ | 20,197 | | | | | $ | 11,805 | | | | | $ | 8,392 | | | | | 71.1 | | |

| Cargo | | | 2,349 | | | | | | 1,648 | | | | | | 701 | | | | | | 42.5 | | |

| Passenger revenue (in millions) | | | | | | $ | 6,727 | | | | | $ | 795 | | | | | $ | (307) | | | | | $ | 1,177 | | | | | $ | 8,392 | |

| Passenger revenue | | | | | | 83.2 | | % | | | | 52.6 | | % | | | | (33.4) | | % | | | | 91.5 | | % | | | | 71.1 | | % |

| Average fare per passenger | | | | | | 1.8 | | % | | | | (9.5) | | % | | | | 21.9 | | % | | | | (12.9) | | % | | | | (5.1) | | % |

| Yield | | | | | | (2.0) | | % | | | | (10.9) | | % | | | | 49.0 | | % | | | | (7.7) | | % | | | | (2.0) | | % |

| PRASM | | | | | | 23.8 | | % | | | | 7.4 | | % | | | | (18.3) | | % | | | | (2.3) | | % | | | | 17.6 | | % |

| Passengers | | | | | | 79.9 | | % | | | | 68.5 | | % | | | | (45.4) | | % | | | | 119.9 | | % | | | | 80.2 | | % |

| RPMs | | | | | | 86.9 | | % | | | | 71.3 | | % | | | | (55.3) | | % | | | | 107.6 | | % | | | | 74.6 | | % |

| ASMs | | | | | | 48.0 | | % | | | | 42.2 | | % | | | | (18.3) | | % | | | | 96.2 | | % | | | | 45.5 | | % |

| Passenger load factor (points) | | | | | | 16.7 | | | | | | 10.2 | | | | | | (23.9) | | | | | | 3.8 | | | | | | 12.0 | | |

Passenger revenue increased $8.4 billion, or 71.1%, in 2021 as compared to 2020, primarily due to an increase in the demand for air travel as a result of the increased availability of COVID-19 vaccines and the easing of travel and quarantine restrictions in the United States and various other jurisdictions.

Cargo revenue increased $701 million, or 42.5%, in 2021 as compared to 2020, primarily due to stronger yields on freight revenue and higher cargo tonnage from increased wide-body departures of passenger flights as well as cargo-only flights.

| Aircraft fuel | | | 5,755 | | | | | | 3,153 | | | | | | 2,602 | | | | | | 82.5 | | |

| Distribution expenses | | | 677 | | | | | | 459 | | | | | | 218 | | | | | | 47.5 | | |

Salaries and related costs increased $44 million, or 0.5%, in 2021 as compared to 2020, primarily due to an increase in front-line employees' wages as a result of higher flight activity, partially offset by a $225 million increase in tax credits provided by the Employee Retention Credit under the CARES Act.

Aircraft fuel expense increased $2.6 billion, or 82.5%, in 2021 as compared to 2020.

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

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

The increase was not directly proportionate to the volume of activity as some landing fees and other rents are fixed.

All of our financial [removed: instruments, including derivatives,] [added: instruments] are subject to counterparty credit risk considered as part of the overall fair value measurement.

The following table summarizes information related to the Company's interest rate market risk at December 31, [removed: 2021] [added: 2022] (in millions):

| Carrying value of variable rate debt [removed: at December 31] | | | $ | [removed: 13,003] [added: 12,754] | | | | | | | |

| Impact of 100 basis point increase on projected interest expense for the following year | | | [removed: 98] [added: 93] | | | | | | | | |

| Carrying value of fixed rate debt [removed: at December 31] | | | [removed: 20,360] [added: 18,440] | | | | | | | | |

| Fair value of fixed rate debt [removed: at December 31] | | | [removed: 21,514] [added: 17,189] | | | | | | | | |

| Impact of 100 basis point increase in market rates on fair value | | | [removed: (657)] [added: (407)] | | | | | | | | |

[added: On January 1, 2022,] LIBOR [removed: is being] [added: was] phased out [removed: starting on January 1, 2022] for the one-week and two-month USD LIBOR settings and starting on July 1, 2023 [removed: for] the remaining USD LIBOR [removed: settings.][added: settings are expected to be phased out.]

Uncertainty as to the nature [added: and performance] of alternative reference rates [removed: and as to potential changes or other reforms to LIBOR] may adversely impact our interest rates and related interest expense.

Assuming our cash, cash equivalents and short-term investments remain at their average [removed: 2021] [added: 2022] levels, a 100 basis point increase in interest rates would result in a corresponding increase in the Company's interest income of approximately [removed: $178] [added: $186] million during [removed: 2022.][added: 2023.]

[removed: A] [added: The Company's 2023 forecasted fuel consumption is presently approximately 4.3 billion gallons, and based on this forecast, a] one-dollar change in the price of a barrel of aircraft fuel would change the Company's annual fuel expense by approximately $102 [removed: million, assuming flying levels similar to 2019.][added: million.]

Some of the Company's more significant foreign currency exposures include the Canadian dollar, [removed: Chinese renminbi,] European euro, British [removed: pound and] [added: pound,] Japanese [removed: yen.][added: yen, Chinese renminbi and Mexican peso.]

The result of a uniform 1% strengthening in the value of the U.S. dollar from December 31, [removed: 2021] [added: 2022] levels relative to each of the currencies in which the Company has foreign currency exposure would result in a decrease in pre-tax income of approximately [removed: $14] [added: $17] million for the year ending December 31, [removed: 2022.][added: 2023.]

This sensitivity analysis was prepared based upon projected [removed: 2022] [added: 2023] foreign currency-denominated revenues and expenses as of December 31, [removed: 2021.][added: 2022.]

United Airlines Holdings, Inc. (together with its consolidated subsidiaries, "UAL" or the "Company") is a holding company and its [removed: principal,] wholly-owned subsidiary is United Airlines, Inc. (together with its consolidated subsidiaries, "United").

United Next. [removed: In the second quarter of 2021, United announced its] [added: Our] United Next [removed: plan, which] [added: plan is our fundamental strategic evolution for driving future growth that] we believe will have a transformational effect on the customer experience and earnings power of [removed: the] [added: our] business.

[removed: It] [added: Our groundbreaking United Next strategy] is expected to increase United's average gauge in North America, [added: to increase] the total number of available seats per [removed: departure, by almost 30% by 2026 versus 2019, as well as] [added: departure and to] significantly lower carbon emissions per seat.

[removed: New aircraft] [added: United] will [removed: come] [added: retrofit 100% of its mainline, narrow-body planes] with [removed: a new] [added: its] signature interior that includes seat-back entertainment in every seat, larger overhead bins for every passenger's carry-on bag and the industry's fastest available in-flight WiFi, as well as a bright look-and-feel with LED lighting.

The Company plans to replace older, smaller mainline jets and at least 200 single-class regional jets with larger aircraft, which we expect will lead to [removed: significant sustainability] [added: fuel efficiency] benefits compared to older [removed: planes: an expected 11% overall improvement in fuel efficiency and] [added: planes, including] an expected [removed: 17-20%] [added: 17-25%] lower carbon [removed: emission] [added: emissions] per seat compared to older planes.

We believe [added: that] United Next will allow us to differentiate our network and segment our products with a greater premium [removed: offering,] [added: offering] while also maintaining fare competitiveness with low-cost carriers.

Regional. The Company's business and operations are dependent on its regional flight network, with regional capacity accounting for approximately [removed: 13%] [added: 8%] of the Company's total capacity for the year ended December 31, [removed: 2021.][added: 2022.]

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

[removed: Despite the global challenges posed by the COVID-19 pandemic,] [added: In 2022,] Star Alliance carriers continued to serve more than [removed: 1,000] [added: 1,200] airports in [removed: 186] [added: 184] countries with [removed: close to 15,000] [added: approximately 14,000 average] daily [removed: departures as of January 1, 2022.][added: departures.]

Star Alliance members, in addition to United, are Aegean Airlines, Air Canada, Air China, Air India, Air New Zealand, All Nippon Airways ("ANA"), Asiana Airlines, Austrian Airlines, Aerovías del Continente Americano [removed: S.A.,] [added: S.A. ("Avianca"),] Brussels Airlines, Copa Airlines, Croatia Airlines, EGYPTAIR, Ethiopian Airlines, EVA Air, LOT Polish Airlines, Lufthansa, SAS Scandinavian Airlines, Shenzhen Airlines, Singapore Airlines, South African Airways, SWISS, TAP Air Portugal, THAI Airways International and Turkish Airlines.

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

In addition to the alliance agreements with Star Alliance members, United currently maintains independent marketing alliance agreements with other air carriers, including Aeromar, Aer Lingus, Air Dolomiti, Airlink Proprietary Limited, Azul Linhas Aéreas Brasileiras S.A. ("Azul"), Boutique Air, Cape Air, Edelweiss, [added: Emirates,] Eurowings, Eurowings Discover, [added: flydubai (in process of completion),] Hawaiian Airlines, [added: JetSuiteX, Inc. ("JSX"),] Olympic Air, Silver [removed: Airways] [added: Airways, Virgin Australia Airlines Pty Ltd] and Vistara.

United also participates in [removed: three] [added: four] passenger joint business arrangements ("JBAs"): one with Air Canada and the Lufthansa Group (which includes Lufthansa and its affiliates Air Dolomiti, Austrian Airlines, Brussels Airlines, Edelweiss, Eurowings, Eurowings Discover and SWISS) covering transatlantic routes, one with ANA covering certain transpacific routes, [removed: and] one with Air New Zealand covering certain routes between the United States and New [removed: Zealand.][added: Zealand, and one with Air Canada, established in July 2022, covering certain United States and Canada transborder routes.]

These passenger JBAs enable the participating carriers to integrate the services they provide in the respective regions, capturing revenue synergies and delivering enhanced customer [removed: benefits, such as highly competitive flight schedules, fares and services.]

In [removed: 2021,] [added: 2022,] approximately [removed: 3.6] [added: 5.6] million MileagePlus flight awards were used on United and United Express.

These awards represented approximately [removed: 7%] [added: 7.3%] of United's total revenue passenger miles.

Total miles redeemed for flights on United and United Express, including class-of-service upgrades, represented approximately [removed: 90%] [added: 92%] of the total miles redeemed.

In addition, excluding miles redeemed for flights on United and United Express, MileagePlus members redeemed miles for approximately [removed: 1.0] [added: 1.2] million other awards.

Air Cargo. United provides freight and mail [added: transportation] services (air cargo).

The majority of [added: air] cargo services are provided to commercial businesses, freight forwarder and [removed: logistic] [added: logistics] firms [removed: and the United States Postal Service.][added: as well as national postal services.]

Third-party business revenue is recorded in Other operating [removed: revenue.]

The Company believes that it is critical, now more than ever, to continue to [removed: enhance] [added: serve] its [removed: services] [added: purpose of] connecting people and uniting the world, and is committed to finding solutions, both individually as a company, and together [removed: with partners in both the private and public sectors, to do so sustainably and responsibly while also achieving its financial goals.]

At the end of 2020, the Company pledged [added: a net zero goal] to [removed: become 100% green by eliminating] [added: eliminate] its greenhouse gas ("GHG") emissions by [added: 100% by] 2050 without relying on the use of traditional carbon offsets, [removed: the only airline globally to make this commitment.][added: like planting trees or purchasing voluntary offsets.]

Given the airline industry's designation as a 'hard-to-abate sector', the Company believes that not relying on [added: traditional] carbon offsets is important and the right priority because the airline industry should focus on [removed: real] decarbonization within its own activities as the industry cannot afford to divert resources and attention toward offset programs that do not effectuate real progress within aviation operations.

The Company's earnest intention on meeting the net zero GHG emission goal [added: by 2050] led the Company to commit to a mid-term objective of reducing, compared to 2019, its carbon intensity by 50% by 2035.

This carbon intensity target [removed: aligns] [added: is intended to align the Company's net zero goal] with the temperature [removed: limits] [added: limit goals] of the Paris Agreement and [removed: will] allow the Company to show progress towards its 2050 net zero GHG emissions goal in the nearer term.

[removed: Even with the challenges presented by the COVID-19 pandemic, the] [added: The] Company is committed to redefining the future of air travel with environmental sustainability [removed: in] [added: at] the forefront because it believes that it is the Company's responsibility to take tangible steps to mitigate climate [removed: change.][added: change impacts from its operations.]

Its strategy to achieve its climate goals is centered around four key pathways, each of which is described in further detail below: (i) reducing the Company's environmental footprint, (ii) innovating for potentially transformative carbon reduction [removed: technology,] [added: technologies,] (iii) removing the Company's atmospheric carbon impacts and (iv) collaborating with employees, customers, airports, suppliers, cross-industry partners and policymakers to facilitate faster action and the commercialization of technology solutions concerning climate change.

The Company's Board of Directors (the "Board"), including through its Public Responsibility Committee, provides oversight of its [removed: climate] [added: climate-related] goals and strategy to ensure integration with its core business strategy and management periodically updates the Board on the implementation of the Company's [removed: climate] [added: climate-related goals and] strategy.

- *Reducing Environmental Footprint*: As part of this plan, the Company is [removed: keyed] [added: focused] on maximizing fuel efficiency and reducing fuel usage in its operations.

The Company's primary effort in reducing its fossil jet fuel consumption is directed on working with strategic partners to [added: scale,] employ and commercialize the use of sustainable aviation fuel ("SAF").

SAF is the [removed: only] [added: most promising] technology solution realized today that can abate emissions from the Company's flight operations.

However, SAF supply in the jet fuel market is constrained [removed: today, with it contributing] [added: today and represents, according] to [added: industry estimates,] far less than 1% of global commercial aviation fuel usage.

Additionally, the purchase of SAF today comes with a price premium, compared to conventional jet fuel, to account for the additional costs of [added: scaling and producing] this early-stage solution.

The Company uses SAF [removed: from World Energy] in its [removed: daily] [added: regular] operations [added: from World Energy] at LAX and [added: Neste at Amsterdam Airport Schiphol and] has [removed: sourced more than five] [added: purchased nearly 8] million gallons of SAF since 2016.

[removed: ◦In 2015,] [added: With this investment,] the Company [removed: made a $30 million equity investment in Fulcrum BioEnergy, Inc. ("Fulcrum"), a company that has developed a process for transforming municipal solid waste into low carbon transportation fuels, and] entered into a long-term supply agreement with [removed: Fulcrum] [added: Fulcrum,] which provides United the opportunity to purchase at least 900 million gallons of SAF.

◦In 2016, the Company became the first airline globally to use SAF in regular operations on [removed: a continuous] [added: an ongoing] basis with SAF from World Energy.

◦In 2021, the Company launched its first-of-its-kind Eco-Skies Alliance program [removed: with two separate enrollments] in which corporate [removed: partners] [added: and cargo customers] agreed to collectively fund the price premium for [removed: approximately 7.1 million gallons of] SAF.

◦In December 2021, the Company made aviation history by operating the first passenger flight using 100% [removed: SAF,] [added: SAF] in one [removed: engine,] [added: engine] from Chicago to Washington, D.C. The flight showcased the safety of SAF and the potential for a dramatically reduced carbon footprint for aviation.

From 1990 to [removed: 2021,] [added: 2022,] the Company improved its mainline fuel efficiency [removed: more than 30%.][added: by approximately 48%.]

As part of our United Next plan, in June 2021 we announced our firm order for the purchase of 270 new Boeing and Airbus aircraft, which at the time was the largest combined order in the airline's history and the biggest by an individual carrier in the last decade.

In December 2022, we announced the largest widebody order by a U.S. carrier in commercial aviation history (100 Boeing 787 Dreamliners with

options to purchase 100 more), the exercise of options to purchase 44 Boeing 737 MAX aircraft for delivery between 2024 and 2026, the firm orders of 56 more Boeing 737 MAX aircraft for delivery between 2027 and 2028 and the acquisition of an additional 100 options to purchase additional Boeing 737 MAX aircraft.

We now expect to take delivery of about 700 new narrow and widebody aircraft by the end of 2033.

The carrier's international widebodies will feature the United Polaris® business class seat as well as United Premium Plus® seating.

The Company plans to wind down its CPA with Air Wisconsin in 2023 as part of its United Next plan to reduce service on single-cabin 50-seat regional jets.

benefits, such as highly competitive flight schedules, fares and services.

United and Emirates entered into a commercial agreement (and United and flydubai are in the process of completing a commercial agreement) to enable passengers to book travel on a single ticket making check-in and luggage transfer faster and easier.

United will launch a new direct flight between Newark/New York and Dubai starting in March 2023—from there, customers can travel on Emirates or its sister airline flydubai to more than 100 different cities.

This agreement will also give the loyalty program members of both airlines more opportunities for more rewards: United MileagePlus® members flying on United's Newark/New York to Dubai flight can soon earn and redeem miles when connecting beyond on Emirates and flydubai and Emirates Skywards members will be able to earn miles when they travel on United operated flights.

Eligible United customers will also soon have access to Emirates lounges when connecting to and from United's new Dubai flight.

The use of cargo-only flights significantly decreased in 2022 due to the return of passenger demand.

revenue.

| 2022 | | | | | | 3,608 | | | | | | $ | 13,113 | | | | | $ | 3.63 | | | | | 31 | | % | | | | | | |

with partners in both the private and public sectors, to do so sustainably and responsibly while also achieving its financial goals.

United was the first airline globally to make such a commitment without relying on the use of traditional offsets.

Reliance on such offsets would allow emissions derived from within the value chain of the Company to remain unabated.

In 2021, the Company also committed to validating this 2035 target with the Science Based Targets Initiative (SBTi).

The Board, including through its Public Responsibility Committee, also oversees management's identification, evaluation and monitoring of environmental (including climate-related) trends, issues, concerns, risks and opportunities that affect or could affect the Company's reputation, business activities, strategies and performance.

The Company is the U.S. aviation leader in SAF production investment based on publicly announced offtake agreements of certain airlines for future purchases of SAF as of the date hereof.

However, as of December 2022, the total volume of SAF the Company used in its operations remained less than 0.1% of its total aviation fuel usage.

◦In 2015, the Company began its strategy of SAF investment, by making a $30 million equity investment in Fulcrum BioEnergy, Inc. ("Fulcrum"), a company working to commercialize SAF production from municipal solid waste.

As of the end of 2022, customers had committed to fund approximately 9 million gallons of SAF.

◦In 2022, the Company signed a purchase agreement with Neste for up to 52.5 million gallons of SAF for use at Amsterdam Airport Schiphol and potentially other airports.

With this agreement, United became the first U.S. airline to execute an international purchase agreement for SAF.

◦In 2022, the Company expanded its SAF investment portfolio through an investment in NEXT Renewables, becoming the first U.S. airline to invest in a biofuel refinery, which—at full production—could produce up to 50,000 barrels per day of SAF, renewable diesel and other renewable fuels.

◦In 2023, the Company formed a joint venture, Blue Blade Energy ("Blue Blade"), with Tallgrass Energy and Green Plains Inc. to commercialize SAF technology using ethanol as the feedstock.

If the technology is successful, the Company has entered into an offtake agreement with Blue Blade to receive up to 135 million gallons of SAF annually for up to 2.7 billion gallons in total—the Company's largest offtake agreement.

A subsequent firm order was placed in 2022 for 100 Boeing 787 aircraft (with options to purchase up to an additional 100 Boeing 787 aircraft) and the Company also exercised an option to purchase 44 Boeing 737 MAX aircraft, finalized an order for an additional 56 Boeing 737 MAX aircraft and increased the number of options to purchase Boeing 737 MAX aircraft by an additional 100.

Collectively, the introduction of the new aircraft into the fleet is expected to result in 17%-25% lower carbon emissions per available seat-mile ("ASM") compared to older planes.

◦In 2021, the Company announced, through UAV, investments in aerospace technologies, like electric vertical takeoff and landing ("eVTOL") aircraft (through its investment in Archer Aviation), electric aircraft (Heart Aerospace) and hydrogen-electric engines (ZeroAvia) to advance technologies with a potential to help decarbonize air travel in the future, once regulatory approvals are obtained.

◦In September 2022, UAV announced an addition to its eVTOL investment portfolio with an investment in Eve Air Mobility ("Eve"), a company that is developing an electric four-seater aircraft.

Along with the investment, the Company entered into a conditional purchase agreement for 200 aircraft with Eve, with expected first deliveries as early as 2026, once regulatory approvals are obtained.

◦In November 2022, UAV broadened its technology investment portfolio to include clean energy infrastructure with an investment in Natron Energy, a battery manufacturer developing novel sodium-ion batteries.

Natron's technology has the potential to help reduce the GHG footprint of United's ground operations by helping to electrify its airport GSE.

◦In December 2021, UAV invested in Dimensional Energy ("Dimensional"), a novel technology startup that converts carbon dioxide ("CO2") and water into fuel, primarily SAF.

Along with the investment, the Company and Dimensional also reached a commercial agreement for the Company to purchase at least 300 million gallons of SAF over 20 years.

◦In March 2022, UAV and Oxy Low Carbon Ventures announced an investment in biotech firm Cemvita Factory to commercialize the production of SAF intended to be developed through a revolutionary new process using CO2 and synthetic microbes.

◦In December 2022, UAV invested in Svante, a developer of carbon capture and removal technology using structured adsorbent beds, also known as filters.

Despite this and other hurdles, the Company believes that these solutions show potential for scale and future reduction of GHG emissions.

COVID-19 Impact. 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 has seen increasing demand for travel both domestically and in countries where entry is permitted compared to demand at the start of the COVID-19 pandemic; however, as the situation surrounding the COVID-19 pandemic remains fluid, the pandemic has

continued to negatively impact travel demand.

It remains difficult to reasonably assess or predict the full extent of the ongoing impact of the COVID-19 pandemic on the Company's longer-term operational and financial performance, which will depend on a number of future developments, many of which are outside the Company's control, such as the ultimate duration of and factors impacting the recovery from the pandemic (including the efficacy and speed of vaccination programs in curbing the spread of the virus in different markets, the efficacy and availability of various treatment options, the introduction and spread of new variants of the virus that may be resistant to currently approved vaccines or treatment options, and the continuation of existing or implementation of new government travel restrictions), customer behavior changes and fluctuations in demand for air travel, among others.

The COVID-19 pandemic and the measures taken in response may continue to impact many aspects of our business, operating results, financial condition and liquidity in a number of ways, including labor shortages (including reductions in available staffing and related impacts to the Company's flight schedules and reputation), facility closures and related costs, disruptions to the Company's and its business partners' operations, reduced travel demand and consumer spending, increased operating costs, supply chain disruptions, logistics constraints, volatility in the price of our securities, our ability to access capital markets and volatility in the global economy and financial markets generally.

The Company's recovery from the COVID-19 pandemic has not followed a linear path, and due to the significant uncertainty that remains, its future operating performance, particularly in the short-term, may be subject to volatility.

The Company is taking steps to be prepared for recovery as demand for travel continues to generally increase, which include investing in innovative technology, focusing on process improvements and implementing the United Next transformative strategy.

During 2021, the Company operated approximately 63% of its 2019 capacity.

New aircraft are expected to increase North America premium seat counts by 75% per short-haul departure by 2026 versus 2019.

Redemptions in 2021 were adversely impacted by the COVID-19 pandemic and decreased 37% as compared to 2019 redemptions.

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

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

Premier members earned 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.

We expect to reduce and ultimately cease cargo-only flights as long haul passenger demand increases.

| 2019 | | | | | | 4,292 | | | | | | $ | 8,953 | | | | | $ | 2.09 | | | | | 23 | | % | | | | | | |

Due to the partial recovery in operations experienced in 2021, our aircraft fuel consumption has increased from 2020 levels.

Since making the announcement of the Company's pledge to become 100% green by eliminating GHG emissions by 2050, management has identified multiple pathways to accomplish this goal wholly independent of any current regulatory requirement to do so.

◦In September 2021, the Company made a joint investment with Honeywell UOP in Alder Fuels, a new clean tech venture developing a first-of-its-kind low-carbon crude oil technology to accelerate large-scale SAF production.

The Company also agreed to purchase 1.5 billion gallons (enough to fly more than 57 million passengers) of SAF from Alder Fuels.

In June 2021, the Company launched a new corporate venture capital fund, United Airlines Ventures, Ltd. ("UAV"), to focus the Company's efforts in these investments.

◦In February 2021, the Company announced an investment in, and agreement to work with, Archer Aviation Inc. to accelerate the development and production of their electric aircraft – an urban mobility solution that has the potential to serve as an "air taxi," giving the Company an opportunity to accelerate the development of clean technologies on a broader scale and its customers another opportunity to reduce their carbon footprint before they even board a United flight.

◦In July 2021, UAV announced that, along with Breakthrough Energy Ventures and Mesa, it invested in electric aircraft startup Heart Aerospace Incorporated.

Heart Aerospace is developing the ES-19, a 19-seat electric aircraft that has the potential to fly customers up to 250 miles with zero emissions when powered by renewable electricity.

◦In December 2021, the Company became the largest airline to invest in zero-emission engines for regional aircraft with a new equity stake in hydrogen-electric engine developer, ZeroAvia, Inc. These engines support the retrofit of select regional aircraft engines, replacing fossil fuel burning engines with zero-emission alternatives.

◦At the international level, the Company was the only airline whose chief executive officer attended the 2021 UN Conference of the Parties ("COP26") climate conference, supporting the pathway to net-zero emissions for air travel through the use of SAF and other technologies.

◦During the COP26 conference, the Sustainable Aviation Buyers Alliance ("SABA"), a non-profit initiative of the Environmental Defense Fund and Rocky Mountain Institute that is developing a sustainability framework for SAF, announced that United and other airlines have founded its new Aviators Group.

Through SABA, the Company intends to work collaboratively with its customers and industry peers to support low-carbon technologies such as SAF.

| Revenue ton-mile ("RTMs") (millions) (c) | | | | | | 9,755 | | | | | | 26,655 | | |

| Available seat-miles ("ASMs") (millions) (e) | | | | | | 122,804 | | | | | | 284,999 | | |

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

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

| U.S. Employees and Directors (a) | | | | | | Female | | | | | | Male | | | | | | Asian | | | | | | American Indian/Alaska Native | | | | | | Black/African American | | | | | | Hispanic/ Latino | | | | | | Hawaiian/ Pacific Island | | | | | | Not disclosed | | | | | | Two or more races | | | | | | White | | |

| Board of Directors | | | | | | 3 | | | | | | 11 | | | | | | — | | | | | | — | | | | | | 2 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 12 | | |

| Company-wide | | | | | | 26,221 | | | | | | 41,930 | | | | | | 8,400 | | | | | | 297 | | | | | | 9,128 | | | | | | 10,788 | | | | | | 1,572 | | | | | | 689 | | | | | | 1,272 | | | | | | 36,002 | | |

| Frontline | | | | | | 22,780 | | | | | | 36,828 | | | | | | 7,113 | | | | | | 275 | | | | | | 8,240 | | | | | | 9,685 | | | | | | 1,436 | | | | | | 580 | | | | | | 1,123 | | | | | | 31,153 | | |

| Professional/ Supervisory | | | | | | 2,268 | | | | | | 3,033 | | | | | | 690 | | | | | | 16 | | | | | | 678 | | | | | | 834 | | | | | | 109 | | | | | | 77 | | | | | | 101 | | | | | | 2,796 | | |

| Senior Professional/ Leaders | | | | | | 1,094 | | | | | | 1,916 | | | | | | 583 | | | | | | 5 | | | | | | 194 | | | | | | 257 | | | | | | 26 | | | | | | 29 | | | | | | 44 | | | | | | 1,872 | | |

| Senior Leaders | | | | | | 79 | | | | | | 153 | | | | | | 14 | | | | | | 1 | | | | | | 16 | | | | | | 12 | | | | | | 1 | | | | | | 3 | | | | | | 4 | | | | | | 181 | | |

We have implemented policies and training programs, as well as performed self-audits, designed to ensure our employees are safe every day.

audiometric testing.

[added: Additionally, from time to time, the] Company becomes aware of potential non-compliance with applicable environmental regulations, which have either been identified by the Company (through internal compliance programs such as its environmental compliance audits) or through notice from a governmental entity.

There can be no assurance that there will not be an increase in the scope of one or more of these pending matters or any other or future lawsuits, claims, government investigations or other legal proceedings will not be material to the Company's financial position, results of [removed: operations or cash flows for a particular period.]

The Company [removed: intends to] [added: is] vigorously [removed: defend] [added: defending] against the class action lawsuits.

operations or cash flows for a particular period.

Additionally, from time to time, the

For the fiscal year ended December 31, [removed: 2021][added: 2022]

[removed: ][added: ]

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities [removed: Act][added: Act.]

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

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

The aggregate market value of common stock held by non-affiliates of United Airlines Holdings, Inc. was [removed: $16.9] [added: $11.5] billion as of June 30, [removed: 2021] [added: 2022] based on the closing sale price of [removed: $52.29] [added: $35.42] on that date.

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of February [removed: 10, 2022.][added: 9, 2023.]

| United Airlines Holdings, Inc. | | | | | | [removed: 324,626,332] [added: 327,092,997] | | | shares of common stock ($0.01 par value) | | |

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: 2022] [added: 2023] Annual Meeting of Stockholders.

For the Year Ended December 31, [removed: 2021][added: 2022]

| Item 1. | | | | | | [removed: [Business](#i1a3c37c27981496fa61e1f5ea5856175_13)] [added: [Business](#i5c22364f1395446da61b7396ce6d353c_13)] | | | [removed: [3](#i1a3c37c27981496fa61e1f5ea5856175_13)] [added: [3](#i5c22364f1395446da61b7396ce6d353c_13)] | | |

| | | | | | | [Information about Our Executive [removed: Officers](#i1a3c37c27981496fa61e1f5ea5856175_1727)] [added: Officers](#i5c22364f1395446da61b7396ce6d353c_16)] | | | [removed: [16](#i1a3c37c27981496fa61e1f5ea5856175_1727)] [added: [17](#i5c22364f1395446da61b7396ce6d353c_16)] | | |

| Item 1A. | | | | | | [Risk [removed: Factors](#i1a3c37c27981496fa61e1f5ea5856175_16)] [added: Factors](#i5c22364f1395446da61b7396ce6d353c_19)] | | | [removed: [18](#i1a3c37c27981496fa61e1f5ea5856175_16)] [added: [20](#i5c22364f1395446da61b7396ce6d353c_19)] | | |

| Item 1B. | | | | | | [Unresolved Staff [removed: Comments](#i1a3c37c27981496fa61e1f5ea5856175_19)] [added: Comments](#i5c22364f1395446da61b7396ce6d353c_22)] | | | [removed: [32](#i1a3c37c27981496fa61e1f5ea5856175_19)] [added: [34](#i5c22364f1395446da61b7396ce6d353c_22)] | | |

| Item 2. | | | | | | [removed: [Properties](#i1a3c37c27981496fa61e1f5ea5856175_22)] [added: [Properties](#i5c22364f1395446da61b7396ce6d353c_25)] | | | [removed: [32](#i1a3c37c27981496fa61e1f5ea5856175_22)] [added: [35](#i5c22364f1395446da61b7396ce6d353c_25)] | | |

| Item 3. | | | | | | [Legal [removed: Proceedings](#i1a3c37c27981496fa61e1f5ea5856175_25)] [added: Proceedings](#i5c22364f1395446da61b7396ce6d353c_28)] | | | [removed: [33](#i1a3c37c27981496fa61e1f5ea5856175_25)] [added: [36](#i5c22364f1395446da61b7396ce6d353c_28)] | | |

| Item 4. | | | | | | [Mine Safety [removed: Disclosures](#i1a3c37c27981496fa61e1f5ea5856175_28)] [added: Disclosures](#i5c22364f1395446da61b7396ce6d353c_31)] | | | [removed: [34](#i1a3c37c27981496fa61e1f5ea5856175_28)] [added: [37](#i5c22364f1395446da61b7396ce6d353c_31)] | | |

| Item 5. | | | | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i1a3c37c27981496fa61e1f5ea5856175_34)] [added: Securities](#i5c22364f1395446da61b7396ce6d353c_37)] | | | [removed: [34](#i1a3c37c27981496fa61e1f5ea5856175_34)] [added: [37](#i5c22364f1395446da61b7396ce6d353c_37)] | | |

| Item 6. | | | | | | [removed: [\[Reserved\]](#i1a3c37c27981496fa61e1f5ea5856175_37)] [added: [\[Reserved\]](#i5c22364f1395446da61b7396ce6d353c_40)] | | | [removed: [35](#i1a3c37c27981496fa61e1f5ea5856175_37)] [added: [38](#i5c22364f1395446da61b7396ce6d353c_40)] | | |

| Item 7. | | | | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i1a3c37c27981496fa61e1f5ea5856175_40)] [added: Operations](#i5c22364f1395446da61b7396ce6d353c_43)] | | | [removed: [35](#i1a3c37c27981496fa61e1f5ea5856175_40)] [added: [38](#i5c22364f1395446da61b7396ce6d353c_43)] | | |

| Item 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i1a3c37c27981496fa61e1f5ea5856175_58)] [added: Risk](#i5c22364f1395446da61b7396ce6d353c_61)] | | | [removed: [49](#i1a3c37c27981496fa61e1f5ea5856175_58)] [added: [52](#i5c22364f1395446da61b7396ce6d353c_61)] | | |

| Item 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#i1a3c37c27981496fa61e1f5ea5856175_61)] [added: Data](#i5c22364f1395446da61b7396ce6d353c_64)] | | | [removed: [50](#i1a3c37c27981496fa61e1f5ea5856175_61)] [added: [53](#i5c22364f1395446da61b7396ce6d353c_64)] | | |

| | | | | | | [Combined Notes to Consolidated Financial [removed: Statements](#i1a3c37c27981496fa61e1f5ea5856175_103)] [added: Statements](#i5c22364f1395446da61b7396ce6d353c_106)] | | | [removed: [66](#i1a3c37c27981496fa61e1f5ea5856175_103)] [added: [69](#i5c22364f1395446da61b7396ce6d353c_106)] | | |

| Item 9. | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i1a3c37c27981496fa61e1f5ea5856175_166)] [added: Disclosure](#i5c22364f1395446da61b7396ce6d353c_166)] | | | [removed: [98](#i1a3c37c27981496fa61e1f5ea5856175_166)] [added: [99](#i5c22364f1395446da61b7396ce6d353c_166)] | | |

| Item 9A. | | | | | | [Controls and [removed: Procedures](#i1a3c37c27981496fa61e1f5ea5856175_169)] [added: Procedures](#i5c22364f1395446da61b7396ce6d353c_169)] | | | [removed: [98](#i1a3c37c27981496fa61e1f5ea5856175_169)] [added: [99](#i5c22364f1395446da61b7396ce6d353c_169)] | | |

| Item 9B. | | | | | | [Other [removed: Information](#i1a3c37c27981496fa61e1f5ea5856175_172)] [added: Information](#i5c22364f1395446da61b7396ce6d353c_172)] | | | [removed: [101](#i1a3c37c27981496fa61e1f5ea5856175_172)] [added: [102](#i5c22364f1395446da61b7396ce6d353c_172)] | | |

| Item 9C. | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i1a3c37c27981496fa61e1f5ea5856175_1712)] [added: Inspections](#i5c22364f1395446da61b7396ce6d353c_175)] | | | [removed: [101](#i1a3c37c27981496fa61e1f5ea5856175_1712)] [added: [102](#i5c22364f1395446da61b7396ce6d353c_175)] | | |

| Item 10. | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i1a3c37c27981496fa61e1f5ea5856175_178)] [added: Governance](#i5c22364f1395446da61b7396ce6d353c_181)] | | | [removed: [101](#i1a3c37c27981496fa61e1f5ea5856175_178)] [added: [102](#i5c22364f1395446da61b7396ce6d353c_181)] | | |

| Item 11. | | | | | | [Executive [removed: Compensation](#i1a3c37c27981496fa61e1f5ea5856175_181)] [added: Compensation](#i5c22364f1395446da61b7396ce6d353c_184)] | | | [removed: [101](#i1a3c37c27981496fa61e1f5ea5856175_181)] [added: [102](#i5c22364f1395446da61b7396ce6d353c_184)] | | |

| Item 12. | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i1a3c37c27981496fa61e1f5ea5856175_184)] [added: Matters](#i5c22364f1395446da61b7396ce6d353c_187)] | | | [removed: [101](#i1a3c37c27981496fa61e1f5ea5856175_184)] [added: [102](#i5c22364f1395446da61b7396ce6d353c_187)] | | |

| Item 13. | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i1a3c37c27981496fa61e1f5ea5856175_187)] [added: Independence](#i5c22364f1395446da61b7396ce6d353c_190)] | | | [removed: [101](#i1a3c37c27981496fa61e1f5ea5856175_187)] [added: [102](#i5c22364f1395446da61b7396ce6d353c_190)] | | |

| Item 14. | | | | | | [Principal Accountant Fees and [removed: Services](#i1a3c37c27981496fa61e1f5ea5856175_190)] [added: Services](#i5c22364f1395446da61b7396ce6d353c_193)] | | | [removed: [102](#i1a3c37c27981496fa61e1f5ea5856175_190)] [added: [103](#i5c22364f1395446da61b7396ce6d353c_193)] | | |

| Item 15. | | | | | | [Exhibits and Financial Statement [removed: Schedules](#i1a3c37c27981496fa61e1f5ea5856175_196)] [added: Schedules](#i5c22364f1395446da61b7396ce6d353c_199)] | | | [removed: [103](#i1a3c37c27981496fa61e1f5ea5856175_196)] [added: [104](#i5c22364f1395446da61b7396ce6d353c_199)] | | |

| Item 16. | | | | | | [Form 10-K [removed: Summary](#i1a3c37c27981496fa61e1f5ea5856175_199)] [added: Summary](#i5c22364f1395446da61b7396ce6d353c_202)] | | | [removed: [103](#i1a3c37c27981496fa61e1f5ea5856175_199)] [added: [104](#i5c22364f1395446da61b7396ce6d353c_202)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

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

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Fleet. As of December 31, [removed: 2021,] [added: 2022,] United's mainline and regional fleets consisted of the following:

| 777-300ER | | | | | | 22 | | | | | | 22 | | | | | | — | | | | | | 350 | | | | | | [removed: 4.0] [added: 5.0] | | |

| 777-200ER | | | | | | 55 | | | | | | [removed: 52] [added: 54] | | | | | | [removed: 3] [added: 1] | | | | | | 276-362 | | | | | | [removed: 21.8] [added: 22.8] | | |

| 777-200 | | | | | | 19 | | | | | | 19 | | | | | | — | | | | | | 364 | | | | | | [removed: 24.5] [added: 25.5] | | |

| 787-10 | | | | | | [removed: 13] [added: 19] | | | | | | [removed: 13] [added: 19] | | | | | | — | | | | | | 318 | | | | | | [removed: 2.6] [added: 2.5] | | |

| 787-9 | | | | | | 38 | | | | | | [removed: 28] [added: 34] | | | | | | [removed: 10] [added: 4] | | | | | | [removed: 252-257] [added: 257] | | | | | | [removed: 4.3] [added: 5.3] | | |

| 787-8 | | | | | | 12 | | | | | | 12 | | | | | | — | | | | | | 243 | | | | | | [removed: 8.5] [added: 9.5] | | |

| 767-400ER | | | | | | 16 | | | | | | 16 | | | | | | — | | | | | | [removed: 240] [added: 231-240] | | | | | | [removed: 20.3] [added: 21.3] | | |

| 767-300ER | | | | | | [removed: 38] [added: 37] | | | | | | [removed: 31] [added: 37] | | | | | | [removed: 7] [added: —] | | | | | | 167-214 | | | | | | [removed: 25.9] [added: 26.8] | | |

| 757-300 | | | | | | 21 | | | | | | 9 | | | | | | 12 | | | | | | 234 | | | | | | [removed: 19.3] [added: 20.3] | | |

| 757-200 | | | | | | 40 | | | | | | [removed: 35] [added: 36] | | | | | | [removed: 5] [added: 4] | | | | | | 169-176 | | | | | | [removed: 24.9] [added: 25.9] | | |

| 737 MAX 9 | | | | | | [removed: 30] [added: 48] | | | | | | [removed: 14] [added: 32] | | | | | | 16 | | | | | | 179 | | | | | | [removed: 2.1] [added: 2.0] | | |

| 737 MAX 8 | | | | | | [removed: 16] [added: 32] | | | | | | [removed: —] [added: 16] | | | | | | 16 | | | | | | 166 | | | | | | [removed: 0.3] [added: 0.7] | | |

| 737-900ER | | | | | | 136 | | | | | | 136 | | | | | | — | | | | | | 179 | | | | | | [removed: 9.0] [added: 10.0] | | |

| 737-900 | | | | | | 12 | | | | | | 8 | | | | | | 4 | | | | | | 179 | | | | | | [removed: 20.3] [added: 21.3] | | |

| 737-800 | | | | | | 141 | | | | | | [removed: 108] [added: 109] | | | | | | [removed: 33] [added: 32] | | | | | | 166 | | | | | | [removed: 17.8] [added: 18.8] | | |

| 737-700 | | | | | | 40 | | | | | | [removed: 32] [added: 35] | | | | | | [removed: 8] [added: 5] | | | | | | 126 | | | | | | [removed: 22.8] [added: 23.8] | | |

| A320-200 | | | | | | [removed: 96] [added: 99] | | | | | | [removed: 78] [added: 86] | | | | | | [removed: 18] [added: 13] | | | | | | 150 | | | | | | [removed: 23.4] [added: 24.4] | | |

| A319-100 | | | | | | 81 | | | | | | 52 | | | | | | 29 | | | | | | 126 | | | | | | [removed: 20.1] [added: 21.1] | | |

| Embraer E175/E175LL | | | | | | [removed: 198] [added: 183] | | | | | | [removed: 99] [added: 81] | | | | | | | | | | | | [removed: 99] [added: 102] | | | | | | SkyWest: Mesa: Republic: | | | [removed: 90 80 28] [added: 89 63 31] | | | | | | 70/76 | | | | | |

| Embraer 170 | | | | | | [removed: 38] [added: 35] | | | | | | — | | | | | | | | | | | | [removed: 38] [added: 35] | | | | | | Republic: | | | [removed: 38] [added: 35] | | | | | | 70 | | | | | |

| CRJ700 | | | | | | [removed: 19] [added: 20] | | | | | | — | | | | | | | | | | | | [removed: 19] [added: 20] | | | | | | SkyWest: | | | [removed: 19] [added: 20] | | | | | | 70 | | | | | |

| CRJ550 | | | | | | [removed: 55] [added: 36] | | | | | | [removed: 6] [added: 2] | | | | | | | | | | | | [removed: 49] [added: 34] | | | | | | GoJet: | | | [removed: 55] [added: 36] | | | | | | 50 | | | | | |

In addition to the aircraft presented in the table above, United owned or leased the following regional aircraft as of December 31, [removed: 2021:][added: 2022:]

- [removed: 11] [added: 8] CRJ700s awaiting conversion to [removed: CRJ550s; and][added: CRJ550s.]

Firm Order and Option Aircraft. As of December 31, [removed: 2021,] [added: 2022,] United had firm commitments [removed: and options] to purchase aircraft from Boeing and Airbus presented in the table below:

| Aircraft Type | | | | | | Number of Firm Commitments (a) | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | After [removed: 2023] [added: 2024] | | |

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

| [removed: Airbus] A321neo | | | | | | 70 | | | | | | [removed: —] [added: 12] | | | | | | [removed: 12] [added: 31] | | | | | | [removed: 58] [added: 27] | | |

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

The aircraft listed in the table above are scheduled for delivery through [removed: 2030.][added: 2033.]

[removed: To] [added: The amount and timing of] the [added: Company's future capital commitments could change to the] extent [added: that: (i)] the Company and the aircraft [removed: manufacturers] [added: manufacturers,] with whom the Company has existing orders for new [removed: aircraft] [added: aircraft,] agree to modify the contracts governing those [removed: orders, or to the extent] [added: orders; (ii)] rights are exercised pursuant to the relevant agreements to modify the timing of [removed: deliveries,] [added: deliveries; or (iii)] the [removed: amount and timing of] [added: aircraft manufacturers are unable to deliver in accordance with] the [removed: Company's future capital commitments could change.][added: terms of those orders.]

See [removed: Notes 10 and 13] [added: Note 12] to the financial statements included in Part II, Item 8 of this report for additional information.

United has major terminal facility leases at SFO, IAD, ORD, LAX, DEN, EWR, IAH and GUM with expiration dates ranging from [removed: 2022] [added: 2023] through 2053.

| Total mainline | | | | | | 868 | | | | | | 732 | | | | | | 136 | | | | | | | | | | | | 16.7 | | |

In addition to the aircraft presented in the table above, United is leasing one Boeing 767-200 that is being subleased to a third party as of December 31, 2022.

| Embraer ERJ 145XR | | | | | | 63 | | | | | | 63 | | | | | | | | | | | | — | | | | | | CommuteAir: | | | 63 | | | | | | 50 | | | | | |

| Total regional | | | | | | 470 | | | | | | 146 | | | | | | | | | | | | 324 | | | | | | | | | | | | | | | | | | | | |

- 23 CRJ550s,18 Embraer E175LLs and 38 Embraer ERJ 145s that were temporarily grounded; and

| 787 | | | | | | 102 | | | | | | 2 | | | | | | 8 | | | | | | 92 | | |

| 737 MAX | | | | | | 433 | | | | | | 135 | | | | | | 88 | | | | | | 210 | | |

Airbus notified United that eight Airbus A321neo aircraft scheduled for delivery in 2023, as shown in the table above, are now expected to deliver in 2024, and Boeing notified United that 37 Boeing 737 MAX aircraft scheduled for delivery in 2023, as shown in the table above, are now expected to deliver in 2024.

Also, United estimates that an additional six Boeing 737 MAX aircraft scheduled for delivery in 2023, as shown in the table above, will deliver in 2024.

In 2022, United expanded its club footprint with new United Clubs in EWR, ORD and Phoenix Sky Harbor International Airport, as well as a new Polaris Club at IAD and announced a planned club expansion at DEN.

United also added new operational support facilities with a new Inflight Training Center at IAH and new widebody hangar in LAX.

Additionally, in January 2023, United opened new gates in DEN and ORD as well as EWR's New Terminal A.

| Total mainline | | | | | | 826 | | | | | | 665 | | | | | | 161 | | | | | | | | | | | | 16.5 | | |

In addition to the aircraft presented in the table above, United owned or leased, as of December 31, 2021, seven Boeing 757-200s, 13 Boeing 737-700s, 17 Airbus A319s, three Airbus A320s and one Boeing 767-200 that are not used in its operations.

| Embraer ERJ 145 (XR/LR) | | | | | | 75 | | | | | | 75 | | | | | | | | | | | | — | | | | | | CommutAir: | | | 75 | | | | | | 50 | | | | | |

| Total regional | | | | | | 518 | | | | | | 180 | | | | | | | | | | | | 338 | | | | | | | | | | | | | | | | | | | | |

- 85 Embraer ERJ 145s, which are temporarily grounded, 56 of which are currently held for sale.

| Boeing 737 MAX | | | | | | 367 | | | | | | 53 | | | | | | 109 | | | | | | 205 | | |

| Boeing 787 | | | | | | 8 | | | | | | 8 | | | | | | — | | | | | | — | | |

In November 2021, United purchased off-lease its backup network operations center in Arlington Heights, Illinois, which, effective April 1, 2022, will become the Company's primary network operations center.

As of February [removed: 10, 2022,] [added: 9, 2023,] there were [removed: 5,920] [added: 5,885] holders of record of UAL common stock.

[removed: Performance] [added: Stock Performance] Graph

The following graph compares the cumulative total stockholder return during the period from December 31, [removed: 2016] [added: 2017] to December 31, [removed: 2021] [added: 2022] of UAL's common stock to the Standard and Poor's 500 Index ("SPX") and the NYSE Arca Airline Index ("XAL").

The comparison assumes $100 was invested on December 31, [removed: 2016] [added: 2017] in our common stock and in each of the foregoing indices and assumes that all dividends were reinvested.

[removed: ][added: ]

Market Information for Common Stock

Dividend Policy

There were no cash dividend payments during the year ended December 31, 2022 and we do not expect to pay cash dividends in the foreseeable future.

Future decisions to pay cash dividends continue to be at the discretion of the Board and will be dependent on our profitability expectations, net income, operating performance, financial condition, capital expenditure requirements and other factors that the Board considers relevant.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

In 2020, the Company's Board of Directors terminated the Company's share repurchase program.

As such, the Company did not make any purchases of its common stock during the three months ended December 31, 2022.

Recent Sale of Unregistered Securities and Use of Proceeds

The Company did not sell any securities that were not registered under the Securities Act during the period covered by this report that have not been previously disclosed on a Form 10-Q or Form 8-K.

We have audited the accompanying consolidated balance sheets of United Airlines Holdings, Inc. (the "Company") as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, comprehensive income (loss), cash flows, and stockholders' equity for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the "consolidated financial statements").

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company's internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 18, 2022,] [added: 16, 2023,] expressed an unqualified opinion thereon.

| *Description of the [removed: matter*] [added: Matter*] | | | | | | At December 31, [removed: 2021,] [added: 2022,] the carrying value of the Company's China route authorities indefinite-lived intangible assets (the China intangible assets) was [removed: $1.02] [added: $1.0] billion. As discussed in Note 1 of the consolidated financial statements, indefinite-lived assets are reviewed for impairment on an annual basis as of October 1, or on an interim basis whenever a triggering event occurs. | | |

| [removed: *How we addressed] [added: *We Addressed] the [removed: matter] [added: Matter] in [removed: our audit*] [added: Our Audit*] | | | | | | We tested the Company's design and operating effectiveness of internal controls that address the risk of material misstatement relating to the estimate of fair value of the China intangible assets used in the annual impairment test. This included testing controls over management's review of the significant assumptions used in the discounted cash flow methodology, including revenue growth rate, operating margin and the discount rate. | | |

| *Description of the [removed: matter*] [added: Matter*] | | | | | | As more fully described in Note 6 to the consolidated financial statements, at December 31, [removed: 2021,] [added: 2022,] the Company had deferred tax assets of $7.5 billion. In addition, the Company had deferred tax liabilities available to offset deferred tax assets of [removed: $6.2] [added: $6.7] billion. Deferred tax assets are reduced by a valuation allowance if, based on the weight of all available evidence, in management's judgment it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. | | |

| [removed: *How we addressed] [added: *We Addressed] the [removed: matter] [added: Matter] in [removed: our audit*] [added: Our Audit*] | | | | | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls that address the risks of material misstatement relating to the realizability of deferred tax assets. This included controls over management's scheduling of the future reversal of existing taxable temporary differences (deferred tax liabilities) and projections of future taxable income. | | |

We have audited the accompanying consolidated balance sheets of United Airlines, Inc. (the "Company") as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the related consolidated statements of operations, comprehensive income (loss), cash flows, and stockholder's equity, for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the "consolidated financial statements").

The Company is not required to have, nor were we engaged to perform, an audit of [removed: the Company's] [added: its] internal control over financial reporting.

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Passenger revenue | | | $ | [removed: 20,197] [added: 40,032] | | | | | $ | [removed: 11,805] [added: 20,197] | | | | | $ | [removed: 39,625] [added: 11,805] | |

| Cargo | | | [removed: 2,349] [added: 2,171] | | | | | | [removed: 1,648] [added: 2,349] | | | | | | [removed: 1,179] [added: 1,648] | | |

| Other operating revenue | | | [removed: 2,088] [added: 2,752] | | | | | | [removed: 1,902] [added: 2,088] | | | | | | [removed: 2,455] [added: 1,902] | | |

| Total operating revenue | | | [removed: 24,634] [added: 44,955] | | | | | | [removed: 15,355] [added: 24,634] | | | | | | [removed: 43,259] [added: 15,355] | | |

| Salaries and related costs | | | [removed: 9,566] [added: 11,466] | | | | | | [removed: 9,522] [added: 9,566] | | | | | | [removed: 12,071] [added: 9,522] | | |

| Aircraft fuel | | | [removed: 5,755] [added: 13,113] | | | | | | [removed: 3,153] [added: 5,755] | | | | | | [removed: 8,953] [added: 3,153] | | |

| Depreciation and amortization | | | [removed: 2,485] [added: 2,456] | | | | | | [removed: 2,488] [added: 2,485] | | | | | | [removed: 2,288] [added: 2,488] | | |

| Landing fees and other rent | | | [removed: 2,416] [added: 2,576] | | | | | | [removed: 2,127] [added: 2,416] | | | | | | [removed: 2,543] [added: 2,127] | | |

| Regional capacity purchase | | | [removed: 2,147] [added: 2,299] | | | | | | [removed: 2,039] [added: 2,147] | | | | | | [removed: 2,849] [added: 2,039] | | |

| Aircraft maintenance materials and outside repairs | | | [removed: 1,316] [added: 2,153] | | | | | | [removed: 858] [added: 1,316] | | | | | | [removed: 1,794] [added: 858] | | |

| Distribution expenses | | | [removed: 677] [added: 1,535] | | | | | | [removed: 459] [added: 677] | | | | | | [removed: 1,651] [added: 459] | | |

| Aircraft rent | | | [removed: 228] [added: 252] | | | | | | [removed: 198] [added: 228] | | | | | | [removed: 288] [added: 198] | | |

| Special charges (credits) | | | [removed: (3,367)] [added: 140] | | | | | | [removed: (2,616)] [added: (3,367)] | | | | | | [removed: 246] [added: (2,616)] | | |

| Other operating expenses | | | [removed: 4,433] [added: 6,628] | | | | | | [removed: 3,486] [added: 4,433] | | | | | | [removed: 6,275] [added: 3,486] | | |

| Total operating expense | | | [removed: 25,656] [added: 42,618] | | | | | | [removed: 21,714] [added: 25,656] | | | | | | [removed: 38,958] [added: 21,714] | | |

| Operating income (loss) | | | [removed: (1,022)] [added: 2,337] | | | | | | [removed: (6,359)] [added: (1,022)] | | | | | | [removed: 4,301] [added: (6,359)] | | |

| Interest expense | | | [removed: (1,657)] [added: (1,778)] | | | | | | [removed: (1,063)] [added: (1,657)] | | | | | | [removed: (731)] [added: (1,063)] | | |

| Interest capitalized | | | [removed: 80] [added: 105] | | | | | | [removed: 71] [added: 80] | | | | | | [removed: 85] [added: 71] | | |

| Interest income | | | [removed: 36] [added: 298] | | | | | | [removed: 50] [added: 36] | | | | | | [removed: 133] [added: 50] | | |

| Unrealized gains (losses) on investments, net | | | [removed: (34)] [added: 20] | | | | | | [removed: (194)] [added: (34)] | | | | | | [removed: 153] [added: (194)] | | |

| Miscellaneous, net | | | [removed: 40] [added: 8] | | | | | | [removed: (1,327)] [added: 40] | | | | | | [removed: (27)] [added: (1,327)] | | |

| Total nonoperating expense, net | | | [removed: (1,535)] [added: (1,347)] | | | | | | [removed: (2,463)] [added: (1,535)] | | | | | | [removed: (387)] [added: (2,463)] | | |

| Income (loss) before income taxes | | | [removed: (2,557)] [added: 990] | | | | | | [removed: (8,822)] [added: (2,557)] | | | | | | [removed: 3,914] [added: (8,822)] | | |

| Income tax expense (benefit) | | | [removed: (593)] [added: 253] | | | | | | [removed: (1,753)] [added: (593)] | | | | | | [removed: 905] [added: (1,753)] | | |

| Net income (loss) | | | $ | [removed: (1,964)] [added: 737] | | | | | $ | [removed: (7,069)] [added: (1,964)] | | | | | $ | [removed: 3,009] [added: (7,069)] | |

| Earnings (loss) per share, basic | | | $ | [removed: (6.10)] [added: 2.26] | | | | | $ | [removed: (25.30)] [added: (6.10)] | | | | | $ | [removed: 11.63] [added: (25.30)] | |

| Earnings (loss) per share, diluted | | | $ | [removed: (6.10)] [added: 2.23] | | | | | $ | [removed: (25.30)] [added: (6.10)] | | | | | $ | [removed: 11.58] [added: (25.30)] | |

| Employee benefit plans | | | [removed: 199] [added: 1,145] | | | | | | [removed: (421)] [added: 199] | | | | | | [removed: 80] [added: (421)] | | |

| Investments and other | | | [removed: (2)] [added: (28)] | | | | | | [removed: —] [added: (2)] | | | | | | [removed: 5] [added: —] | | |

| Total other comprehensive income (loss), net of tax | | | [removed: 197] [added: 1,117] | | | | | | [removed: (421)] [added: 197] | | | | | | [removed: 85] [added: (421)] | | |

February 16, 2023

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.

| *Description of the Matter* | | | | | | At December 31, 2022, the carrying value of the Company's China route authorities indefinite-lived intangible assets (the China intangible assets) was $1.0 billion. As discussed in Note 1 of the consolidated financial statements, indefinite-lived assets are reviewed for impairment on an annual basis as of October 1, or on an interim basis whenever a triggering event occurs. | | |

| *We Addressed the Matter in Our Audit* | | | | | | We tested the Company's design and operating effectiveness of internal controls that address the risk of material misstatement relating to the estimate of fair value of the China intangible assets used in the annual impairment test. This included testing controls over management's review of the significant assumptions used in the discounted cash flow methodology, including revenue growth rate, operating margin and the discount rate. | | |

| *Description of the Matter* | | | | | | As more fully described in Note 6 to the consolidated financial statements, at December 31, 2022, the Company had deferred tax assets of $7.4 billion. In addition, the Company had deferred tax liabilities available to offset deferred tax assets of $6.7 billion. Deferred tax assets are reduced by a valuation allowance if, based on the weight of all available evidence, in management’s judgment it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. | | |

| *We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls that address the risks of material misstatement relating to the realizability of deferred tax assets. This included controls over management's scheduling of the future reversal of existing taxable temporary differences (deferred tax liabilities) and projections of future taxable income. | | |

February 16, 2023

| Net income (loss) | | | $ | 737 | | | | | $ | (1,964) | | | | | $ | (7,069) | |

| Investments in affiliates and other, less allowance for credit losses (2022—$21; 2021—$622) | | | 1,373 | | | | | | 1,420 | | |

| Net income (loss) | | | $ | 737 | | | | | $ | (1,964) | | | | | $ | (7,069) | |

| Depreciation and amortization | | | 2,456 | | | | | | 2,485 | | | | | | 2,488 | | |

| Amortization of debt discount and debt issuance costs | | | 156 | | | | | | 171 | | | | | | 94 | | |

| Other operating activities | | | 218 | | | | | | 222 | | | | | | 226 | | |

| Investment interests received in exchange for goods and services | | | 103 | | | | | | 295 | | | | | | — | | |

| Balance at December 31, 2022 | | | 326.9 | | | | | | $ | 4 | | | | | $ | 8,986 | | | | | $ | (3,534) | | | | | $ | 1,265 | | | | | $ | 175 | | | | | $ | 6,896 | |

| Passenger revenue | | | $ | 40,032 | | | | | $ | 20,197 | | | | | $ | 11,805 | |

| Cargo | | | 2,171 | | | | | | 2,349 | | | | | | 1,648 | | |

| Other operating revenue | | | 2,752 | | | | | | 2,088 | | | | | | 1,902 | | |

| Total operating revenue | | | 44,955 | | | | | | 24,634 | | | | | | 15,355 | | |

| Aircraft fuel | | | 13,113 | | | | | | 5,755 | | | | | | 3,153 | | |

| Salaries and related costs | | | 11,466 | | | | | | 9,566 | | | | | | 9,522 | | |

| Landing fees and other rent | | | 2,576 | | | | | | 2,416 | | | | | | 2,127 | | |

| Depreciation and amortization | | | 2,456 | | | | | | 2,485 | | | | | | 2,488 | | |

| Regional capacity purchase | | | 2,299 | | | | | | 2,147 | | | | | | 2,039 | | |

| Aircraft maintenance materials and outside repairs | | | 2,153 | | | | | | 1,316 | | | | | | 858 | | |

| Distribution expenses | | | 1,535 | | | | | | 677 | | | | | | 459 | | |

| Aircraft rent | | | 252 | | | | | | 228 | | | | | | 198 | | |

| Special charges (credits) | | | 140 | | | | | | (3,367) | | | | | | (2,616) | | |

| Interest expense | | | (1,778) | | | | | | (1,657) | | | | | | (1,063) | | |

| Interest income | | | 298 | | | | | | 36 | | | | | | 50 | | |

| Interest capitalized | | | 105 | | | | | | 80 | | | | | | 71 | | |

| Unrealized gains (losses) on investments, net | | | 20 | | | | | | (34) | | | | | | (194) | | |

| Miscellaneous, net | | | 8 | | | | | | 40 | | | | | | (1,327) | | |

| Total nonoperating expense, net | | | (1,347) | | | | | | (1,535) | | | | | | (2,463) | | |

| Income tax expense (benefit) | | | 253 | | | | | | (593) | | | | | | (1,753) | | |

| Net income (loss) | | | $ | 739 | | | | | $ | (1,962) | | | | | $ | (7,067) | |

| Employee benefit plans | | | 1,145 | | | | | | 199 | | | | | | (421) | | |

| Total other comprehensive income (loss), net of tax | | | 1,117 | | | | | | 197 | | | | | | (421) | | |

| ASSETS | | | 2022 | | | | | | 2021 | | |

| Short-term investments | | | 9,248 | | | | | | 123 | | |

February 18, 2022

| Notes receivable, less allowance for credit losses (2021—$622; 2020—$522) | | | 76 | | | | | | 31 | | |

| Other operating activities | | | 393 | | | | | | 320 | | | | | | 185 | | |

| Loans made to others | | | — | | | | | | — | | | | | | (174) | | |

| Equity interest in Avianca Group International Limited ("AVG") received in consideration for a loan | | | 164 | | | | | | — | | | | | | — | | |

| Notes receivable and warrants received for entering into aircraft and other ancillary business agreements | | | 131 | | | | | | — | | | | | | — | | |

| Balance at December 31, 2018 | | | 269.9 | | | | | | $ | 3 | | | | | $ | 6,120 | | | | | $ | (1,993) | | | | | $ | 6,715 | | | | | $ | (803) | | | | | $ | 10,042 | |

| Repurchases of common stock | | | (19.2) | | | | | | — | | | | | | — | | | | | | (1,641) | | | | | | — | | | | | | — | | | | | | (1,641) | | |

| Other operating activities | | | 393 | | | | | | 320 | | | | | | 186 | | |

| Equity interest in AVG received in consideration for a loan | | | 164 | | | | | | — | | | | | | — | | |

| Balance at December 31, 2018 | | | $ | 598 | | | | | $ | 10,319 | | | | | $ | (803) | | | | | $ | (110) | | | | | $ | 10,004 | |

| Dividend to UAL | | | (664) | | | | | | (977) | | | | | | — | | | | | | — | | | | | | (1,641) | | |

FFCs are valid for 12 months from the original ticket date; however, all FFCs issued on or before

December 31, 2021 have been extended to be valid until December 31, 2022.

As of December 31, 2021, the Company's Advance ticket sales liability included $3.2 billion related to ETCs and FFCs.

The Company will update its breakage estimates as future information is received.

| Atlantic | | | | | | 3,414 | | | | | | 2,226 | | | | | | 7,387 | | |

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

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

| | | | UAL | | | | | | | | | | | | | | | | | | United | | | | | | | | | | | | | | |

price or impairments (referred to as the measurement alternative).

In February 2021, the Company voluntarily and temporarily removed all 52 Boeing 777-200/200ER aircraft powered by Pratt & Whitney 4000 series engines from its schedule due to an engine failure incident with one of its aircraft.

The Company viewed this incident as an indicator of potential impairment.

Accordingly, as required under relevant accounting standards, United performed forecasted cash flow analyses and determined that the carrying value of the Boeing 777-200/200ER fleet is expected to be recoverable from future cash flows expected to be generated by that fleet and, consequently, no impairment was recorded.

increases, they would be capitalized and amortized over the term of the labor agreements.

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

Under the agreements entered into pursuant to the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), the Company and its business are subject to certain restrictions, including restrictions on the ability to repurchase UAL's equity securities through September 30, 2022.

During 2021, UAL entered into two Payroll Support Program Extension Agreements (collectively, the "PSP2 and PSP3 Agreements") with U.S. Treasury Department ("Treasury") pursuant to which UAL issued to Treasury warrants to purchase up to approximately 3.5 million shares of UAL common stock (collectively, the "PSP2 and PSP3 Warrants").

The fair value of the PSP2 and PSP3 Warrants was calculated using a Black-Scholes options pricing model, and approximately $99 million was recorded within stockholders' equity with an offset to the CARES Act grant credit.

The PSP2 and PSP3 Warrants are exercisable either through net share settlement in cash or in shares of UAL common stock, at UAL's option.

The PSP2 and PSP3 Warrants contain customary anti-dilution provisions and registration rights and are freely transferable.

Pursuant to the terms of the PSP2 and PSP3 Warrants, warrant holders do not have any voting rights.

| (a)Warrants issued in fiscal year 2020 in connection with the $1.5 billion 10-year senior unsecured promissory note with Treasury provided under the Payroll Support Program of the CARES Act ("PSP1 Note"). (b)Warrants issued in fiscal year 2020 in connection with the $520 million Loan and Guarantee Agreement, dated as of September 28, 2020, among United, UAL, Treasury and the Bank of New York Mellon, as administrative agent, as amended (the "CARES Act Loan"), which was entered into pursuant to the loan program established pursuant to the CARES Act. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

In 2020, UAL entered into an underwriting agreement with Morgan Stanley & Co. LLC and Barclays Capital Inc. relating to the issuance and sale by UAL of approximately 43 million shares of its common stock at a price to the public of $26.50 per share, resulting in total proceeds of approximately $1.1 billion.

On June 15, 2020, UAL entered into an equity distribution agreement relating to the issuance and sale from time to time by UAL (the "2020 ATM Offering") of up to 28 million shares of UAL common stock.

During 2020, approximately 21 million shares were sold in the 2020 ATM Offering at an average price of $46.70 per share, with net proceeds to the Company totaling approximately $989 million.

In 2021, the Company sold the remaining authorized amount of approximately 7 million shares at an average price of $42.98 per share, with net proceeds to the Company of approximately $282 million.

The short-term performance-based RSUs vest upon the achievement of established goals based on financial and customer satisfaction metrics for the performance period January 1, 2021 to December 31, 2021.

| RSAs | | | | | | — | | | | | | — | | | | | | 1 | | |

| RSUs | | | | | | $ | 60 | | | | | 0.7 | | |

Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer of UAL and United have concluded that as of December 31, [removed: 2021,] [added: 2022,] disclosure controls and procedures were effective.

Ernst & Young LLP, an independent registered public accounting firm, has audited the Company's financial statements included in this Form 10-K and issued its report on the effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] which is included herein.

Changes in Internal Control over Financial Reporting during the Quarter Ended December 31, [removed: 2021][added: 2022]

During the three months ended December 31, [removed: 2021,] [added: 2022,] there was no change in UAL's or United's internal control over financial reporting that materially affected, or is reasonably likely to materially affect, their internal control over financial reporting.

To the Stockholders and [added: the] Board of Directors of United Airlines Holdings, Inc.

We have audited United Airlines Holdings, Inc.'s (the "Company") internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the "COSO criteria").

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the [removed: 2021] [added: 2022] consolidated financial statements and our report dated February [removed: 18, 2022] [added: 16, 2023] expressed an unqualified opinion thereon.

The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Reports on Internal Control Over Financial [removed: Reporting in Item 9A.][added: Reporting.]

Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the design and operating effectiveness of our internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

Under the supervision and with the participation of management, including United's Chief Executive Officer and Chief Financial Officer, United conducted an evaluation of the design and operating effectiveness of its internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

Based on this evaluation, United's Chief Executive Officer and Chief Financial Officer concluded that its internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

February 16, 2023

February 16, 2023

February 16, 2023

February 18, 2022

Reference is made to the [removed: 2022] [added: 2023] Proxy Statement with respect to information about UAL's directors and corporate governance, which is incorporated herein by reference and made a part hereof in response to the information required by Item 10 with respect to UAL.

Reference is made to the [removed: 2022] [added: 2023] Proxy Statement with respect to UAL's non-compliance with Section 16(a) of the Exchange Act, if applicable, which is incorporated herein by reference and made a part hereof in response to the information required by Item 10 with respect to UAL.

Reference is made to the [removed: 2022] [added: 2023] Proxy Statement with respect to information about UAL's executive and director compensation and certain related matters, which is incorporated herein by reference and made a part hereof in response to the information required by Item 11 with respect to UAL.

Reference is made to the [removed: 2022] [added: 2023] Proxy Statement with respect to the security ownership of certain beneficial owners and management and certain equity compensation plan information, which is incorporated herein by reference and made a part hereof in response to the information required by Item 12 with respect to UAL.

Reference is made to the [removed: 2022] [added: 2023] Proxy Statement with respect to information about certain relationships and related transactions and director independence, which is incorporated herein by reference and made a part hereof in response to the information required by Item 13 with respect to UAL.

The Audit Committee of the UAL Board of Directors [added: (the "Audit Committee")] has adopted a policy on pre-approval of services of the Company's independent registered public accounting firm.

Any requests for audit, [removed: audit related,] [added: audit-related,] tax and other services not contemplated with the recurring services approval described above must be submitted to the Audit Committee for specific pre-approval and [added: services] cannot commence until such approval has been granted.

The Audit Committee has considered whether the [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] non-audit services provided by Ernst & Young LLP (PCAOB ID No. 42), the Company's independent registered public accounting firm, are compatible with maintaining auditor [added: independence and concluded that such services were compatible with maintaining Ernst & Young LLP's] independence.

All of the services in [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] under the Audit Fees, Audit Related Fees, Tax Fees and All Other Fees categories below have been approved by the Audit Committee pursuant to paragraph (c)(7) of Rule 2-01 of Regulation S-X of the Exchange Act.

The aggregate fees billed for professional services rendered by the Company's independent auditors in [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] are as follows (in thousands):

| Service | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Audit Fees | | | | | | $ | [removed: 4,477] [added: 4,315] | | | | | $ | [removed: 6,000] [added: 4,477] | |

| [removed: Audit Related] [added: Audit-Related] Fees | | | | | | [removed: —] [added: 50] | | | | | | [removed: 302] [added: —] | | |

| Tax Fees | | | | | | [removed: 37] [added: 138] | | | | | | [removed: 170] [added: 37] | | |

| Total Fees | | | | | | $ | [removed: 4,514] [added: 4,503] | | | | | $ | [removed: 6,472] [added: 4,514] | |

Audit Fees. For [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] audit fees consist primarily of the audit and quarterly reviews of the consolidated financial statements and the audit of the effectiveness of internal control over financial reporting of the Company and its [removed: wholly owned] [added: wholly-owned] subsidiaries.

Tax Fees. Tax fees for [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] relate to professional services provided for research and consultations regarding tax accounting and tax compliance matters and review of U.S. and international tax impacts of certain transactions, exclusive of tax services rendered in connection with the audit.

Audit-Related Fees. For 2022, fees for audit-related services primarily consisted of assessments of climate-related disclosures.

Note: UAL and United amounts are the same.

Audit Related Fees. For 2020, fees for audit-related services primarily consisted of audits and/or agreed upon audit procedures related to prior years' audits of subsidiaries of the Company.

| | | | | | | Schedule II-Valuation and Qualifying Accounts for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019.] [added: 2020.] | | |

| 3.2 | | | UAL | | | [Amended and Restated Bylaws of United Airlines Holdings, Inc. (filed as Exhibit [removed: 3.2 to] [added: 3.](http://www.sec.gov/Archives/edgar/data/100517/000010051722000056/ual_09222022ex31.htm)[1](http://www.sec.gov/Archives/edgar/data/100517/000010051722000056/ual_09222022ex31.htm) [to] UAL's Form 8-K [removed: filed June 27, 2019 and] [added: filed](http://www.sec.gov/Archives/edgar/data/100517/000010051722000056/ual_09222022ex31.htm) [September 23, 2022](http://www.sec.gov/Archives/edgar/data/100517/000010051722000056/ual_09222022ex31.htm) [and] incorporated herein by [removed: reference)](http://www.sec.gov/Archives/edgar/data/100517/000110465919037929/a19-12113_1ex3d2.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/100517/000010051722000056/ual_09222022ex31.htm)] | | |

| 3.3 | | | UAL | | | [Certificate of Designation of the Series A Junior Participating Serial Preferred Stock of United Airlines Holdings, Inc. (filed as Exhibit 3.1 to UAL's Registration Statement on Form 8-A filed December 7, 2020 and incorporated herein by [removed: reference)](https://www.sec.gov/Archives/edgar/data/100517/000110465920132578/tm2037699d1_ex3-1.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/100517/000110465920132578/tm2037699d1_ex3-1.htm)] | | |

| 4.11 | | | UAL United | | | [Promissory Note, dated as of April 20, 2020, among United Airlines Holdings, Inc., United Airlines, Inc., as guarantor, and the United States Department of the Treasury (filed as Exhibit 4.1 to UAL's Form 8-K filed April 23, 2020 and incorporated herein by [removed: reference)](https://www.sec.gov/Archives/edgar/data/100517/000110465920050368/tm2016500d1_ex4-1.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/100517/000110465920050368/tm2016500d1_ex4-1.htm)] | | |

| 4.12 | | | UAL | | | [Warrant Agreement (including Form of Warrant), dated as of April 20, 2020, between United Airlines Holdings, Inc. and the United States Department of the Treasury (filed as Exhibit 4.2 to UAL's Form 8-K filed April 23, 2020 and incorporated herein by [removed: reference)](https://www.sec.gov/Archives/edgar/data/100517/000110465920050368/tm2016500d1_ex4-2.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/100517/000110465920050368/tm2016500d1_ex4-2.htm)] | | |

| 4.13 | | | UAL United | | | [Indenture (including Form of 6.50% Senior Secured Notes due 2027), dated as of July 2, 2020, by and among Mileage Plus Holdings, LLC, Mileage Plus Intellectual Property Assets, Ltd., the guarantors named therein and Wilmington Trust, National Association, as trustee and collateral custodian, governing the 6.50% Senior Secured Notes due 2027 (filed as Exhibit 4.1 to UAL's Form 8-K filed July 2, 2020 and incorporated herein by [removed: reference)](https://www.sec.gov/Archives/edgar/data/100517/000110465920080673/tm2024018d1_ex4-1.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/100517/000110465920080673/tm2024018d1_ex4-1.htm)] | | |

| 4.14 | | | UAL United | | | [Warrant Agreement, dated as of September 28, 2020, between United Airlines Holdings, Inc. and The United States Department of the Treasury (filed as Exhibit 4.1 to UAL's Form 8-K filed September 30, 2020 and incorporated herein by [removed: reference)](https://www.sec.gov/Archives/edgar/data/100517/000110465920110493/tm2031884d2_ex4-1.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/100517/000110465920110493/tm2031884d2_ex4-1.htm)] | | |

| 4.15 | | | UAL | | | [Form of Warrant (filed as Exhibit 4.2 to UAL's Form 8-K filed September 30, 2020 and incorporated herein by [removed: reference)](https://www.sec.gov/Archives/edgar/data/100517/000110465920110493/tm2031884d2_ex4-1.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/100517/000110465920110493/tm2031884d2_ex4-1.htm)] | | |

| 4.16 | | | UAL | | | [Tax Benefits Preservation Plan, dated as of December 4, 2020, by and between United Airlines Holdings, Inc. and Computershare Trust Company, N.A., as rights agent (which includes the Form of Rights Certificate as Exhibit B thereto) (filed as Exhibit 4.1 to UAL's Registration Statement on Form 8-A filed December 7, 2020 and incorporated herein by [removed: reference)](https://www.sec.gov/Archives/edgar/data/100517/000110465920132578/tm2037699d1_ex4-1.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/100517/000110465920132578/tm2037699d1_ex4-1.htm)] | | |

| 4.17 | | | UAL | | | [Amendment No. 1 to Tax Benefits Preservation Plan (filed as Exhibit 4.18 to UAL's Form 10-K for the year ended December 31, 2020 and incorporated herein by [removed: reference)](https://www.sec.gov/Archives/edgar/data/100517/000010051721000016/ual_12312010kex418.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/100517/000010051721000016/ual_12312010kex418.htm)] | | |

| 4.18 | | | UAL United | | | [Promissory Note, dated as of January 15, 2021, among United Airlines Holdings, Inc., United Airlines, Inc., as guarantor, and the United States Department of the Treasury (filed as Exhibit 4.1 to UAL's Form 8-K filed January 20, 2021 and incorporated herein by [removed: reference)](https://www.sec.gov/Archives/edgar/data/100517/000010051721000005/exhibit41promissorynotedat.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/100517/000010051721000005/exhibit41promissorynotedat.htm)] | | |

| 4.19 | | | UAL | | | [Warrant Agreement, dated as of January 15, 2021, between United Airlines Holdings, Inc. and the United States Department of the Treasury (filed as Exhibit 4.2 to UAL's Form 8-K filed January 20, 2021 and incorporated herein by [removed: reference)](https://www.sec.gov/Archives/edgar/data/100517/000010051721000005/exhibit42warrantagreementd.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/100517/000010051721000005/exhibit42warrantagreementd.htm)] | | |

| 4.20 | | | UAL | | | [Form of Warrant (filed as Annex B to Exhibit 4.2 to UAL's Form 8-K filed January 20, 2021 and incorporated herein by [removed: reference)](https://www.sec.gov/Archives/edgar/data/100517/000010051721000005/exhibit42warrantagreementd.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/100517/000010051721000005/exhibit42warrantagreementd.htm)] | | |

| 4.21 | | | UAL United | | | [Indenture, dated as of April 21, 2021, among United Airlines, Inc., United Airlines Holdings, Inc. and Wilmington Trust, National Association, as trustee and as collateral trustee (filed as Exhibit 4.1 to UAL's Form 8-K filed April 22, 2021 and incorporated herein by [removed: reference)](https://www.sec.gov/Archives/edgar/data/0000100517/000110465921053890/tm2112699d6_ex4-1.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/0000100517/000110465921053890/tm2112699d6_ex4-1.htm)] | | |

| 4.22 | | | UAL United | | | [Form of 4.375% Senior Secured Notes due 2026 (filed as Exhibit A to Exhibit 4.1 to UAL's Form 8-K filed April 22, 2021 and incorporated herein by [removed: reference)](https://www.sec.gov/Archives/edgar/data/0000100517/000110465921053890/tm2112699d6_ex4-1.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/0000100517/000110465921053890/tm2112699d6_ex4-1.htm)] | | |

| 4.23 | | | UAL United | | | [Form of Notation of Guarantee (filed as Exhibit E to Exhibit 4.1 to UAL's Form 8-K filed April 22, 2021 and incorporated herein by [removed: reference)](https://www.sec.gov/Archives/edgar/data/0000100517/000110465921053890/tm2112699d6_ex4-1.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/0000100517/000110465921053890/tm2112699d6_ex4-1.htm)] | | |

| 4.24 | | | UAL United | | | [Form of 4.625% Senior Secured Notes due 2029 (filed as Exhibit A to Exhibit 4.1 to UAL's Form 8-K filed April 22, 2021 and incorporated herein by [removed: reference)](https://www.sec.gov/Archives/edgar/data/0000100517/000110465921053890/tm2112699d6_ex4-1.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/0000100517/000110465921053890/tm2112699d6_ex4-1.htm)] | | |

| 4.25 | | | UAL United | | | [Form of Notation of Guarantee (filed as Exhibit E to Exhibit 4.1 to UAL's Form 8-K filed April 22, 2021 and incorporated herein by [removed: reference)](https://www.sec.gov/Archives/edgar/data/0000100517/000110465921053890/tm2112699d6_ex4-1.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/0000100517/000110465921053890/tm2112699d6_ex4-1.htm)] | | |

| 4.26 | | | UAL United | | | [Promissory Note, dated as of April 29, 2021, among United Airlines Holdings, Inc., United Airlines, Inc., as guarantor, and the United States Department of the Treasury (filed as Exhibit 4.1 to UAL's Form 8-K filed April 30, 2021 and incorporated herein by [removed: reference)](https://www.sec.gov/Archives/edgar/data/0000100517/000110465921058988/tm2114651d1_ex4-1.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/0000100517/000110465921058988/tm2114651d1_ex4-1.htm)] | | |

| 4.27 | | | UAL | | | [Warrant Agreement, dated as of April 29, 2021, between United Airlines Holdings, Inc. and the United States Department of the Treasury (filed as Exhibit 4.2 to UAL's Form 8-K filed April 30, 2021 and incorporated herein by [removed: reference)](https://www.sec.gov/Archives/edgar/data/0000100517/000110465921058988/tm2114651d1_ex4-2.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/0000100517/000110465921058988/tm2114651d1_ex4-2.htm)] | | |

| 4.28 | | | UAL | | | [Form of Warrant (filed as Annex B to Exhibit 4.2 to UAL's Form 8-K filed April 30, 2021 and incorporated herein by [removed: reference)](https://www.sec.gov/Archives/edgar/data/0000100517/000110465921058988/tm2114651d1_ex4-2.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/0000100517/000110465921058988/tm2114651d1_ex4-2.htm)] | | |

| 4.29 | | | UAL United | | | [Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934 (filed as Exhibit 4.11 to UAL's Form 10-K for the year ended December 31, 2020 and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/100517/000010051721000016/ual_12312010kex411.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/100517/000010051723000048/ual_12312210kex429.htm)] | | |

| †10.2 | | | UAL | | | [United Airlines Holdings, Inc. Profit Sharing Plan (amended and restated effective January 1, 2019) (filed as Exhibit 10.2 to UAL's Form 10-K for the year ended December 31, 2019 and incorporated herein by [removed: reference)](https://www.sec.gov/Archives/edgar/data/100517/000010051720000010/ual12311910kex102.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/100517/000010051720000010/ual12311910kex102.htm)] | | |

| †10.6 | | | UAL | | | [Description of Benefits for Officers of United Airlines Holdings, Inc. and United Airlines, Inc. (filed as Exhibit 10.11 to UAL's Form 10-K for the year ended December 31, 2019 and incorporated herein by [removed: reference)](https://www.sec.gov/Archives/edgar/data/100517/000010051720000010/ual12311910kex1011.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/100517/000010051720000010/ual12311910kex1011.htm)] | | |

| †10.19 | | | UAL | | | [Form of Performance-Based RSU Award Notice pursuant to the United Continental Holdings, Inc. Performance-Based RSU Program (for performance periods beginning on or after January 1, 2020) (filed as Exhibit 10.35 to UAL's Form 10-K for the year ended December 31, 2019 and incorporated herein by [removed: reference)](https://www.sec.gov/Archives/edgar/data/100517/000010051720000010/ual12311910kex1035.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/100517/000010051720000010/ual12311910kex1035.htm)] | | |

| †10.20 | | | UAL | | | [Form of Performance-Based RSU Award Notice (adopted pursuant to the United Continental Holdings, Inc. 2017 Incentive Compensation Plan) (filed as Exhibit 10.22 to UAL's Form 10-K for the year ended December 31, 2020 and incorporated herein by [removed: reference)](https://www.sec.gov/Archives/edgar/data/100517/000010051721000016/ual_12312010kex1022.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/100517/000010051721000016/ual_12312010kex1022.htm)] | | |

| †10.21 | | | UAL | | | [Form of Long-term Contingent Cash Award Notice (filed as Exhibit 10.23 to UAL's Form 10-K for the year ended December 31, 2020 and incorporated herein by [removed: reference)](https://www.sec.gov/Archives/edgar/data/100517/000010051721000016/ual_12312010kex1023.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/100517/000010051721000016/ual_12312010kex1023.htm)] | | |

| †10.22 | | | UAL | | | [Description of Compensation and Benefits for United Airlines Holdings, Inc. Non-Employee Directors (filed as Exhibit 10.36 to UAL's Form 10-K for the year ended December 31, 2019 and incorporated herein by [removed: reference)](https://www.sec.gov/Archives/edgar/data/100517/000010051720000010/ual12311910kex1036.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/100517/000010051720000010/ual12311910kex1036.htm)] | | |

| †10.26 | | | UAL | | | [United Airlines Holdings, Inc. Amended and Restated 2021 Incentive Compensation Plan (filed as Exhibit 10.1 to UAL's Form 8-K filed May 28, 2021 and incorporated herein by [removed: reference)](https://www.sec.gov/Archives/edgar/data/0000100517/000110465921073549/tm2117454d1_ex10-1.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/0000100517/000110465921073549/tm2117454d1_ex10-1.htm)] | | |

| †10.27 | | | UAL | | | [Form of Restricted Stock Unit Award Notice pursuant to the 2021 Incentive Compensation Plan (filed as Exhibit 10.16 to UAL's Form 10-Q for the quarter ended June 30, 2021 and incorporated herein by [removed: reference)](https://www.sec.gov/Archives/edgar/data/100517/000010051721000055/ual_2021063010qex1016.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/100517/000010051721000055/ual_2021063010qex1016.htm)] | | |

| †10.28 | | | UAL | | | [Form of Performance-Based RSU Award Notice pursuant to the 2021 Incentive Compensation Plan (filed as Exhibit 10.17 to UAL's Form 10-Q for the quarter ended June 30, 2021 and incorporated herein by [removed: reference)](https://www.sec.gov/Archives/edgar/data/100517/000010051721000055/ual_2021063010qex1017.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/100517/000010051721000055/ual_2021063010qex1017.htm)] | | |

| [removed: ^10.29] [added: ^10.32] | | | UAL United | | | [Amended and Restated A350-900 Purchase Agreement, dated September 1, 2017, including letter agreements related thereto, between Airbus S.A.S. and United Airlines, Inc. (filed as Exhibit 10.1 to UAL's Form 10-Q for the quarter ended September 30, 2017 and incorporated herein by reference)](http://www.sec.gov/Archives/edgar/data/100517/000119312517313831/d437791dex101.htm) | | |

| [removed: ^10.30] [added: ^10.33] | | | UAL United | | | [Amendment No. 1, dated as of July 18, 2019, to the Amended and Restated A350-900 Purchase Agreement, dated as of September 1, 2017, including letter agreements related thereto, between Airbus S.A.S. and United Airlines, Inc. (filed as Exhibit 10.1 to UAL's Form 10-Q for the quarter ended September 30, 2019 and incorporated herein by reference)](http://www.sec.gov/Archives/edgar/data/100517/000010051719000026/ual09301910qex101.htm) | | |

| [removed: ^10.31] [added: ^10.34] | | | UAL United | | | [Amendment No. 2, dated as of December 3, 2019, to the Amended and Restated A350-900 Purchase Agreement, dated as of September 1, 2017, including letter agreements related thereto, between Airbus S.A.S. and United Airlines, Inc. (filed as Exhibit 10.42 to UAL's Form 10-K for the year ended December 31, 2019 and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/100517/000010051720000010/ual12311910kex1042.htm) | | |

| [removed: ^10.32] [added: ^10.36] | | | UAL United | | | [Aircraft General Terms Agreement, dated October 10, 1997, by and among Continental Airlines, Inc. and The Boeing Company (filed as Exhibit 10.15 to UAL's Form 10-K for the year ended December 31, 1997 and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/319687/0000319687-98-000003.txt) | | |

| [removed: ^10.33] [added: ^10.37] | | | UAL United | | | [Purchase Agreement No. PA-03776, dated July 12, 2012, between The Boeing Company and United Continental Holdings, Inc. (filed as Exhibit 10.3 to UAL's Form 10-Q for the quarter ended September 30, 2012 and incorporated herein by reference)](http://www.sec.gov/Archives/edgar/data/100517/000119312512435658/d408868dex103.htm) | | |

| [removed: ^10.34] [added: ^10.38] | | | UAL United | | | [Supplemental Agreement No. 1 to Purchase Agreement No. 03776, dated June 17, 2013 (filed as Exhibit 10.5 to UAL's Form 10-Q for the quarter ended June 30, 2013 and incorporated herein by reference)](http://www.sec.gov/Archives/edgar/data/100517/000119312513302696/d552832dex105.htm) | | |

| [removed: ^10.35] [added: ^10.39] | | | UAL United | | | [Purchase Agreement Assignment to Purchase Agreement No. 03776, dated October 23, 2013, between United Continental Holdings, Inc. and United Airlines, Inc. (filed as Exhibit 10.3 to UAL's Form 10-Q for the quarter ended September 30, 2013 and incorporated herein by reference)](http://www.sec.gov/Archives/edgar/data/100517/000119312513409916/d578285dex103.htm) | | |

| [removed: ^10.36] [added: ^10.40] | | | UAL United | | | [Supplemental Agreement No. 2 to Purchase Agreement No. 03776, dated January 14, 2015 (filed as Exhibit 10.5 to UAL's Form 10-Q for the quarter ended March 31, 2015 and incorporated herein by reference)](http://www.sec.gov/Archives/edgar/data/100517/000119312515144255/d891332dex105.htm) | | |

| [removed: ^10.37] [added: ^10.41] | | | UAL United | | | [Supplemental Agreement No. 3 to Purchase Agreement No. 03776, dated May 26, 2015 (filed as Exhibit 10.4 to UAL's Form 10-Q for the quarter ended June 30, 2015 and incorporated herein by reference)](http://www.sec.gov/Archives/edgar/data/100517/000119312515261239/d941677dex104.htm) | | |