United Airlines Holdings (UAL) 10-K risk factor changes: FY2023 vs FY2022

[removed: In June 2021, the Company announced its] United [removed: Next] [added: Next, the Company's strategic operating] plan, [removed: including initial] [added: includes] firm orders of [removed: 270] [added: over 700 narrow and widebody] 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, [removed: those related to the duration and scope of the impacts from the COVID-19 pandemic,] customer demand (in light of [removed: the COVID-19 pandemic, inflation and] changing economic conditions), fuel costs, delivery of aircraft, [added: aircraft certification approval timelines,] labor market constraints and related costs, supply chain constraints, inflationary pressures, voluntary or mandatory groundings of aircraft, our regional network, competition, market consolidation and other macroeconomic and geopolitical factors.

Actual conditions may be different from our assumptions [added: at any time] and could cause the Company to [added: further] adjust its strategic operating plan.

In addition, we cannot provide any assurance that we will be able to successfully execute our strategic plan, [removed: our strategic plan will not result in additional unanticipated costs,] [added: that] 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 fuel costs, the impact of [removed: inflationary pressures,] [added: economic pressures or geopolitical events,] our supply chain or our ability to attract, train and retain talent), [added: that] our [added: strategic plan will not result in additional unanticipated costs, that our] suppliers will timely provide adequate products or support for our products (including [added: but not limited to certification and] delivery of aircraft) or [added: that] our strategic plan will result in improvements in future financial performance.

The Company's orders for new aircraft are typically made years in advance of actual delivery of such [removed: aircraft,] [added: aircraft] and the financial commitment required for purchases of new aircraft is substantial.

These risks are heightened as a result of the Company's [added: sizeable] United Next [removed: orders in the second quarter of 2021 and the fourth quarter of 2022.][added: aircraft orders.]

Furthermore, if, for any reason, the Company is unable 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 planned or litigation [removed: risks, or] [added: risks and may] be required to seek extensions of the terms for certain leased aircraft or otherwise delay the exit of other aircraft from its fleet.

[removed: Although we are committed to reducing our debt over the long term, an] [added: An] important part of the Company's strategy to expand its global network [added: and operate an environmentally sustainable and responsible airline] 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 SAF and manufacturers of electric and other new generation aircraft.

[removed: The] [added: For instance, the] Company plans to continue to make additional investments through its corporate venture capital arm, [removed: UAV.][added: UAV and as a limited partner of the Fund.]

However, [removed: increased competition in forming and maintaining relationships with other airlines (since] [added: since] there are a limited number of potential [removed: arrangements] [added: arrangements,] and other airlines and industry participants seek to enter into similar [removed: relationships)] [added: relationships, this] may make it difficult for the Company to complete strategic investments on commercially reasonable terms or at all.

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

From time to [removed: time] [added: time,] we also divest assets.

In addition, we [added: have incurred, and] may [removed: incur] [added: again in the future incur,] asset impairment charges related to acquisitions, divestitures, investments or joint ventures that [removed: reduce] [added: have the effect of reducing] our earnings.

[removed: 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.

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 [added: 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, our competitors have established new routes and destinations, including some at our hub airports, [removed: in light of the expansion opportunities presented by the COVID-19 pandemic,] which may compete with our existing routes and destinations and expansion plans.

Therefore, if the Company is unable to acquire additional aircraft at acceptable prices from Boeing or Airbus, or if Boeing or Airbus fails to make timely deliveries of aircraft (whether as a result of [added: increased FAA oversight of the production process,] any failure or delay in obtaining regulatory approval or certification for new model aircraft, such as the 737 MAX 10 aircraft, which has not [removed: yet been certified, or] [added: received a type certificate from the FAA,] manufacturing delays or otherwise) or to provide adequate support for its products, including with respect to the aircraft subject to firm orders under our United Next plan, the Company's operations could be materially and adversely affected.

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

A number of factors may impact the Company's regional network, including weather-related effects, seasonality, equipment or software failures and cybersecurity attacks and any significant declines in demand for air travel [removed: services, including as a result of the COVID-19 pandemic.][added: services.]

Disruptions to our regional [removed: networks as a result of] [added: networks,] the [removed: COVID-19 pandemic,] pilot shortage or other factors could adversely affect our business, operating results and financial condition.

The airline industry is highly [removed: cyclical,] [added: cyclical] and the level of demand for air travel is correlated to the strength of the U.S. and global [removed: economies.][added: economies, including the strength of the domestic and foreign economies, unemployment levels, consumer confidence levels and the availability of consumer and business credit.]

[removed: In addition,] [added: Furthermore,] 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.

Significant declines in industry passenger demand, particularly with respect to the Company's business and premium cabin travelers and a reduction in fare levels, [added: as well as the continuing slow return of business travel demand to pre-COVID-19 levels,] could lead to a material reduction in revenue, changes to the Company's operations and deferrals of capital expenditure and other spending.

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

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

Accordingly, any of these third-party service providers may materially fail to meet [removed: its] [added: their] service performance commitments to the Company or may suffer disruptions to [removed: its systems] [added: their systems, labor groups or supply chains] that could impact [removed: its] [added: their] services.

The Company may also have disagreements with such [added: third-party] providers [removed: or such] [added: and related] contracts may be terminated or may not be extended or renewed.

For example, we [removed: have a] [added: perform] significant [removed: portion of our] [added: aircraft and engine] 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.

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, [removed: relations] [added: relationships] with [added: or the performance of] third-party service providers, [removed: failure] [added: cybersecurity incidents and other failures] of computer systems, disruptions to government agencies or personnel (including as a result of government shutdowns), [added: regulatory changes,] disruptions at airport facilities or other key facilities used by us to manage our operations, labor relations and market constraints, power supplies, fuel supplies, terrorist activities, international hostilities or [removed: otherwise] [added: other factors] could result in the cancellation or delay of a significant portion of our flights and, as a result, could have a material adverse impact on our business, operating results and financial condition.

We have minimal control over the operation, quality or maintenance of these services or whether [removed: vendors] [added: our suppliers] will improve or continue to provide services that are essential to our business.

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 [removed: (one] [added: (two] of the more prominent [added: examples] being the grounding of a number of the Company's transatlantic flights in response to the capacity cut by London Heathrow [removed: airport] during the summer of [removed: 2022), in] 2022 [added: and the flight disruptions experienced at EWR during the summer of 2023),] we [removed: decided to reconfigure] [added: have reconfigured] our proposed flight schedule and capacity to help improve our operational performance and our customers' experience.

These industry-wide operational challenges [added: have] 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 [removed: effect in the future,] [added: effect,] 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 [removed: in the future] and execute our United Next strategy.

In addition, as airports around the world become more congested, space, facility and infrastructure constraints at our hubs or other airports [added: where we operate now or] may [added: operate in the future may] prevent the Company from maintaining existing service and/or implementing new service in a commercially viable manner because of a number of factors, including capital improvements at such airports being imposed by the relevant airport [removed: authority] [added: authorities] without the Company's approval.

Capital spending projects of airport authorities currently underway and additional projects that we expect to commence over the next several years [removed: is] [added: are] expected to result in increased costs to airlines [added: and the traveling public that use those facilities as the airports seek to recover their investments through increased rental rates, landing fees and other facility costs.]

These actions have caused and may continue to cause the Company to experience increased space rental rates at various airports in its network, including a number of our hubs and gateways, [removed: and] [added: as well as] increased operating costs.

[removed: Although we currently] [added: We] 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 [removed: schedules.][added: schedules, but there can be no assurance that we can maintain existing service or implement new service in a cost-effective manner in the future.]

[removed: Terrorist] [added: In addition, terrorist] attacks or international hostilities, even if not made on or targeted directly at the airline industry, or the fear of or the precautions taken in anticipation of such attacks (including elevated national threat warnings, travel restrictions, selective cancellation or redirection of flights and new security regulations) could materially and adversely affect the Company and the airline industry.

[removed: 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; any failure to achieve and/or make progress toward our environmental, safety, diversity, equity and] inclusion or other social and governance ("ESG") goals, which are [added: aspirational and] 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 [removed: the] [added: such] goals; public pressure from investors or policy groups to change our [removed: policies;] [added: policies and strategies;] customer perceptions of our advertising campaigns, sponsorship arrangements or marketing programs, including greenwashing concerns regarding our advertising campaigns and marketing programs related to our sustainability initiatives; [added: deficiencies in the quantitative data that we disclose in relation to our ESG goals;] or customer perceptions of statements made by us, our employees and executives, agents or other third parties.

The ongoing relevance of our brand may depend on our ability to achieve our ESG goals, [removed: further] [added: make progress on] our ESG initiatives and comply with [removed: related] [added: applicable] 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 [removed: against] [added: towards] those goals.

We also subsequently adjusted certain of our assumptions as a result of the increase in costs due to infrastructure improvements, new labor contracts and aircraft maintenance that were needed to support our United Next plan as well as the expected delay in 737 MAX 10 aircraft deliveries.

For example, in January 2024, the FAA issued an Emergency Airworthiness Directive suspending service of all Boeing 737 MAX 9 aircraft operated by U.S. airlines, resulting in the grounding of all 79 of the Company's Boeing 737 MAX 9 aircraft, which has negatively impacted the Company's financial performance in the first quarter of 2024.

Previously, in

For example, due to the delay of the certification of the 737 MAX 10 aircraft and continued supply chain issues, the Company currently expects a reduction in deliveries from Boeing during the next couple of years, which has caused the Company to rework its fleet plan and may impact our financial position, results of operations and cash flows.

For example, the suspensions of the Company's overflying in Russian airspace as a result of the Russia-Ukraine military conflict and to Tel Aviv as a result of the Israeli-Hamas military conflict have significantly impacted our financial condition, cash flows and results of operations.

The Company's reputation or brand image could be adversely impacted by any failure to maintain satisfactory practices for all of our operations and activities; any failure or perceived failure to achieve and/or make progress toward our environmental, safety, diversity, equity

These systems have in the past and may in the future be subject to failure, disruption or cyber incidents as a result of these or other factors.

Our competitors or other third parties may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations.

Additionally, if the content, analyses, or recommendations that AI applications assist in producing are or are alleged to be deficient, inaccurate, or biased, our business, reputation, financial condition, and results of operations may be adversely affected.

AI also presents emerging ethical issues, and if our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability.

The rapid evolution of AI, including proposed government regulation of AI, may require significant resources to develop, test and maintain our AI platform and services to help us implement AI in a compliant and ethical manner in order to minimize any adverse impact to our business.

Any significant liabilities associated with violations of any related laws or regulations could also have an adverse effect on our business, operating results, financial condition and liquidity, reputation and consumer relationships.

Our use of AI applications has resulted in, and may in the future result in cybersecurity incidents that implicate the personal data of our customers, employees or users of such applications.

collective bargaining agreements.

We remain in negotiations regarding certain of these collective bargaining agreements and anticipate that any new contracts involving the relevant labor groups may include material increases in salaries and other benefits, which would significantly increase our labor expense.

The current authorization was recently extended to March 8, 2024, and the legislative process to renew this authorization (the "FAA Authorization Renewal") could impact the Company by imposing new rules or regulations concerning, among other things, airline customer service, aviation safety, labor, managing new entrants in the U.S. national airspace system, as well as new or increased fees or taxes intended to fund these policies.

Any new or enhanced requirements resulting from the FAA Authorization Renewal may materially impact our operations and costs.

For example, over the past two years regulators have addressed potential "5G" interference on a temporary and piecemeal basis tailored to specific aircraft and airports, which could occur again.

Moreover, any legislation that would result in a reshaping of the benefits that the Company is able to provide to its consumers through the co-branded credit cards issued by our partner could also materially negatively affect the Company's profitability and competitive position.

Violations have led and may in the future lead to significant fines, penalties, lawsuits and reputational harm.

While the Company has not yet purchased carbon offsets for CORSIA compliance, the Company anticipates being required to do so by January 2028 if a regulatory framework to implement CORSIA within the United States is established.

There is a risk that insufficient CORSIA-eligible carbon offsets will be available for purchase for CORSIA compliance, leading to potential regulatory enforcement risks.

There is also a risk that any carbon offsets purchased by the Company for CORSIA compliance, even if accepted by regulators, could be viewed by third parties as not sufficiently reflecting real, verifiable, and additional GHG reductions, leading to reputational harm.

Moreover, we could also be subject to climate litigation, as groups, individuals, and governmental authorities affected by climate change seek to recover climate-related damages from entities they perceive as being partially responsible for human-induced climate change because of the emission of GHGs from their operations.

The Company's key pathways to achieving its climate goals include investing in and using more SAF, reducing its conventional jet fuel consumption and working with strategic partners to advance the future of more sustainable flight.

See Part I, Item 1.

Rising fuel

event of default under other of our financing agreements due to cross-default and cross-acceleration provisions.

On December 4, 2023, the Company entered into an amendment to extend the Plan until December 4, 2026, subject to stockholder approval at the Company's 2024 annual meeting of stockholders.

The market price of our common stock could fluctuate significantly for various reasons which include: the market reaction to events like the COVID-19 pandemic and our responses thereto; changes in the prices or availability of oil or jet fuel; our quarterly or annual earnings or those of other companies in our industry; changes in our earnings or recommendations by research analysts who track our common stock or the stock of other airlines; the public's reaction to our

For example, in 2020, United recorded a full credit loss allowance against the $515 million carrying value of the Term Loan Agreement with, among others, BRW Aviation Holding LLC and BRW Aviation LLC ("BRW"), as guarantor and borrower, respectively, and the related receivable.

The COVID-19 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 developments, 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.

The COVID-19 pandemic prompted governments and businesses to take unprecedented measures in response that have included international and domestic travel restrictions or advisories, restrictions on business operations, limitations on public gatherings, social distancing recommendations, temporary closures of businesses, remote work arrangements, closures of tourist destinations and attractions as well as quarantine and shelter-in-place orders.

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

In 2022, the Company 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 and preference changes and whether such changes are temporary or permanent, and fluctuations in demand for air travel, among others.

The COVID-19 pandemic, the measures taken in response

and 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 market constraints and related costs (which impact available staffing and therefore 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 (including due to rising inflationary pressures), supply chain 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.

If the negative impacts from the COVID-19 pandemic extend beyond our assumed timelines, our actual results may vary significantly from our expectations.

Our level of indebtedness has increased as we managed through the effects of the COVID-19 pandemic and positioned the Company for recovery.

As a result of the Company's various financing activities in response to the pandemic, the Company is subjected to more substantial risk of default, cross-default and cross-acceleration in the event of breach of its covenants under such financings.

For example, under certain of the Company's credit card processing agreements with financial institutions, the financial institutions in certain circumstances have the right to require that the Company maintain certain cash or other collateral reserves related to advance ticket sales.

It is possible that COVID-19 could exacerbate any of the other risks described in this Form 10-K as well.

At this time, we cannot predict the full extent of the negative impact that the COVID-19 pandemic will have on our business, operating results, financial condition, and liquidity.

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.

Robust demand for air transportation 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.

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.

provision of services to the Company, could have a material adverse effect on the Company's business, operating results and financial condition.

and the traveling public that use those facilities as the airports seek to recover their investments through increased rental, landing and other facility costs.

security breaches and the deployment by certain wireless carriers of "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 sensitive information, 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 of, or compromise to the integrity, availability or confidentiality of, important data.

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 third-party systems on which we rely.

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

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

Depending on how the issues are implemented, our operations and costs could be materially impacted.

Thus far, regulators have addressed potential "5G" interference on a temporary and piecemeal basis tailored to specific aircraft and airports and uncertainty over the nature, extent, timing and duration of limitations on aircraft operations as a result of "5G" deployment is anticipated to continue over the near term.

Company.

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 proposed phase out of the London interbank offer rate could have a material adverse effect on us.

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.

As of December 31, 2022, the Company had $12.8 billion in variable rate indebtedness, a significant portion of which still uses LIBOR as a benchmark for establishing applicable rates.

In July 2017, the United Kingdom regulator that regulates LIBOR announced its intention to phase out LIBOR rates by the end of 2021.

Subsequently, the ICE Benchmark Administration, in its capacity as administrator of USD-LIBOR, announced an extension of the publication of USD-LIBOR (other than one-week and two-month tenors) by 18 months through June 2023.

Notwithstanding this extension, a joint statement by key regulatory authorities called on banks to cease entering into new contracts that use USD-LIBOR as a reference rate by no later than December 31, 2021.

The Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, has proposed replacing USD-LIBOR with SOFR.

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.

This section generally discusses [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] items and year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

Discussions of [removed: 2020] [added: 2021] items and year-to-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] 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: 2021] [added: 2022] filed with the [removed: U.S. Securities and Exchange Commission (the "SEC")] [added: SEC] on February [removed: 18, 2022] [added: 16, 2023] (the [removed: "2021] [added: "2022] Annual Report").

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

[removed: When appropriate, UAL and United are named specifically for their individual contractual obligations and related] disclosures and any significant differences between the operations and results of UAL and United are separately disclosed and explained.

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: "Strategy,"] "Economic and Market [removed: Factors" and] [added: Factors," "Governmental Actions,"] "Cautionary Statement Regarding Forward-Looking Statements" and in Part I, Item 1A.

We now expect to take delivery of [removed: about] [added: over] 700 new narrow and widebody aircraft by the end of 2033.

United [removed: will retrofit 100%] [added: is in the process] of [added: retrofitting] its mainline, narrow-body planes with 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 [removed: WiFi,] [added: Wi-Fi,] as well as a bright look-and-feel with LED lighting.

The Company [removed: remains] [added: will be] squarely focused on delivering on four strategic pillars:

We believe that we have been [removed: doing that,] [added: working strategically to overcome operational challenges,] but we [removed: have a lot of ideas to] continue [removed: making] [added: to innovate in order to make] advancements in this area.

[removed: Moreover, having] [added: - Pre-tax margin: We believe that] best-in-class [removed: CASM-ex] [added: margin] performance [removed: is expected] [added: will enable us] to provide the cash flow needed to support our planned investments in growth.

[removed: 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 [added: plan, especially relating to the growth in the scale of our operations as a result of the] 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; [removed: 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;] [added: increasing maintenance expenses; high interest rates;] 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 [removed: condition and] [added: condition,] future results of operations, [added: liquidity and financial flexibility,] which are dependent on future developments, including as a result of those factors discussed in [added: Part I,] Item 1A.

| (in millions) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] | | |

| Operating revenue | | | $ | [removed: 44,955] [added: 53,717] | | | | | $ | [removed: 24,634] [added: 44,955] | | | | | $ | [removed: 15,355] [added: 24,634] | | | | | [removed: $] | [removed: 43,259] | |

| Operating expense | | | [removed: 42,618] [added: 49,506] | | | | | | [removed: 25,656] [added: 42,618] | | | | | | [removed: 21,714] [added: 25,656] | | | | | | [removed: 38,958] | | |

| Operating income (loss) | | | [removed: 2,337] [added: 4,211] | | | | | | [removed: (1,022)] [added: 2,337] | | | | | | [removed: (6,359)] [added: (1,022)] | | | | | | [removed: 4,301] | | |

| Nonoperating expense, net | | | [removed: (1,347)] [added: (824)] | | | | | | [removed: (1,535)] [added: (1,347)] | | | | | | [removed: (2,463)] [added: (1,535)] | | | | | | [removed: (387)] | | |

| Income tax expense (benefit) | | | [removed: 253] [added: 769] | | | | | | [removed: (593)] [added: 253] | | | | | | [removed: (1,753)] [added: (593)] | | | | | | [removed: 905] | | |

| Net income (loss) | | | $ | [removed: 737] [added: 2,618] | | | | | $ | [removed: (1,964)] [added: 737] | | | | | $ | [removed: (7,069)] [added: (1,964)] | | | | | [removed: $] | [removed: 3,009] | |

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] | | |

| Passengers (thousands) (a) | | | [removed: 144,300] [added: 164,927] | | | | | | [removed: 104,082] [added: 144,300] | | | | | | [removed: 57,761] [added: 104,082] | | | | | | [removed: 162,443] | | |

| Revenue passenger miles ("RPMs") (millions) (b) | | | [removed: 206,791] [added: 244,435] | | | | | | [removed: 128,979] [added: 206,791] | | | | | | [removed: 73,883] [added: 128,979] | | | | | | [removed: 239,360] | | |

| Available seat miles ("ASMs") (millions) (c) | | | [removed: 247,858] [added: 291,333] | | | | | | [removed: 178,684] [added: 247,858] | | | | | | [removed: 122,804] [added: 178,684] | | | | | | [removed: 284,999] | | |

| Cargo revenue ton miles (millions) (d) | | | [removed: 3,041] [added: 3,159] | | | | | | [removed: 3,285] [added: 3,041] | | | | | | [removed: 2,711] [added: 3,285] | | | | | | [removed: 3,329] | | |

| Passenger load factor (e) | | | [removed: 83.4] [added: 83.9] | | % | | | | [removed: 72.2] [added: 83.4] | | % | | | | [removed: 60.2] [added: 72.2] | | % | | | | [removed: 84.0] | | [removed: %] |

| Passenger revenue per available seat mile ("PRASM") (cents) | | | [removed: 16.15] [added: 16.84] | | | | | | [removed: 11.30] [added: 16.15] | | | | | | [removed: 9.61] [added: 11.30] | | | | | | [removed: 13.90] | | |

| Total revenue per available seat mile ("TRASM") (cents) | | | [removed: 18.14] [added: 18.44] | | | | | | [removed: 13.79] [added: 18.14] | | | | | | [removed: 12.50] [added: 13.79] | | | | | | [removed: 15.18] | | |

| Average yield per revenue passenger mile ("Yield") (cents) (f) | | | [removed: 19.36] [added: 20.07] | | | | | | [removed: 15.66] [added: 19.36] | | | | | | [removed: 15.98] [added: 15.66] | | | | | | [removed: 16.55] | | |

| Average stage length (miles) (g) | | | [removed: 1,437] [added: 1,479] | | | | | | [removed: 1,315] [added: 1,437] | | | | | | [removed: 1,307] [added: 1,315] | | | | | | [removed: 1,460] | | |

| Employee headcount, as of December 31 | | | [removed: 92,800] [added: 103,300] | | | | | | [removed: 84,100] [added: 92,800] | | | | | | [removed: 74,400] [added: 84,100] | | | | | | [removed: 95,900] | | |

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | Increase (Decrease) | | | | | | % Change | | |

| Other operating revenue | | | [removed: 2,752] [added: 3,176] | | | | | | [removed: 2,088] [added: 2,752] | | | | | | [removed: 664] [added: 424] | | | | | | [removed: 31.8] [added: 15.4] | | |

| Total operating revenue | | | $ | [removed: 44,955] [added: 53,717] | | | | | $ | [removed: 24,634] [added: 44,955] | | | | | $ | [removed: 20,321] [added: 8,762] | | | | | [removed: 82.5] [added: 19.5] | | |

| | | | | | | Increase (decrease) from [removed: 2021:] [added: 2022:] | | | | | | | | | | | | | | | | | | | | | | | | | | |

Cargo revenue decreased [removed: $178] [added: $676] million, or [removed: 7.6%,] [added: 31.1%,] in [removed: 2022] [added: 2023] as compared to [removed: 2021,] [added: 2022,] primarily due to lower yields as a result of increased market [removed: capacity.][added: capacity and rate pressures.]

Other operating revenue increased [removed: $664] [added: $424] million, or [removed: 31.8%,] [added: 15.4%,] in [removed: 2022] [added: 2023] as compared to [removed: 2021,] [added: 2022,] primarily due to an increase in mileage revenue from non-airline partners, including credit card spending [removed: recovery] [added: and new credit card member acquisitions] with [removed: our] [added: the] co-branded credit card partner, [added: JPMorgan Chase Bank, N.A., as well as increases in the purchases of United Club memberships and one-time lounge passes as compared to the year-ago period.]

| Salaries and related costs | | | [removed: 11,466] [added: $] | [added: 14,787] | | | | | [removed: 9,566] [added: $] | [added: 11,466] | | | | | [removed: 1,900] [added: $] | [added: 3,321] | | | | | [removed: 19.9] [added: 29.0] | | |

| Landing fees and other rent | | | [removed: 2,576] [added: 3,076] | | | | | | [removed: 2,416] [added: 2,576] | | | | | | [removed: 160] [added: 500] | | | | | | [removed: 6.6] [added: 19.4] | | |

| Depreciation and amortization | | | [removed: 2,456] [added: 2,671] | | | | | | [removed: 2,485] [added: 2,456] | | | | | | [removed: (29)] [added: 215] | | | | | | [removed: (1.2)] [added: 8.8] | | |

| Regional capacity purchase | | | [removed: 2,299] [added: 2,400] | | | | | | [removed: 2,147] [added: 2,299] | | | | | | [removed: 152] [added: 101] | | | | | | [removed: 7.1] [added: 4.4] | | |

When appropriate, UAL and United are named specifically for their individual contractual obligations and related

The results presented in this report are not necessarily indicative of future operating results.

As part of our United Next plan, in September 2023, United exercised options to purchase 50 Boeing 787-9 aircraft scheduled for delivery between 2028 and 2031 and was granted options to purchase up to an additional 50 Boeing 787 aircraft.

In addition, United exercised purchase rights to purchase 60 A321neo aircraft scheduled for delivery between 2028 and 2030 and was granted purchase rights to purchase up to an additional 40 A321neo aircraft.

Aspects of the customer experience such as a great route network, new aircraft, and great Wi-Fi are necessary, but not sufficient, conditions for a great airline brand.

The economic and market factors and trends that we currently

Governmental Actions

We operate in complex, highly regulated environments in the U.S., the European Union, the United Kingdom and other regions around the world.

Compliance with laws, regulations, administrative practices and other restrictions or legal requirements in the countries in which we do business is onerous and expensive.

In addition, changes to existing legal requirements or the implementation of new legal requirements and any failure to comply with such legal requirements could negatively impact our business, operations, financial condition, future results of operations, liquidity and financial flexibility by increasing the Company's costs, limiting the Company's ability to offer a product, service or feature to customers, impacting customer demand for the Company's products and services and requiring changes to the Company's supply chain and its business.

Legal requirements that we currently believe are or will be most impactful to our results of operations and financial condition include the following: the closure of our flying airspace and termination of other operations due to regional conflicts, including the suspension of our overflying in Russian airspace as a result of the Russia-Ukraine military conflict and to Tel Aviv as a result of the Israeli-Hamas military conflict, as well as any escalation of the broader economic consequences of these conflicts beyond their current scope; delays in aircraft certification (especially relating to the 737 MAX 10 aircraft); increased FAA oversight of the aircraft production process; and any legal requirement that would result in a reshaping of the benefits that we provide to our consumers through the co-branded credit cards issued by our partner.

Changes in existing applicable legal requirements or new applicable legal requirements as well as the related interpretations and enforcement practices regarding them, create uncertainty about how such laws and regulations will be understood and applied.

As a result, the impact of changing and new legal requirements generally cannot be reasonably predicted and those requirements may ultimately require extensive system and operational changes, be difficult to implement, increase our operating costs and require significant capital expenditures.

| Income (loss) before income taxes | | | 3,387 | | | | | | 990 | | | | | | (2,557) | | | | | | | | |

| Cost per available seat mile ("CASM") (cents) | | | 16.99 | | | | | | 17.19 | | | | | | 14.36 | | | | | | | | |

| Passenger revenue | | | $ | 49,046 | | | | | $ | 40,032 | | | | | $ | 9,014 | | | | | 22.5 | | |

| Cargo | | | 1,495 | | | | | | 2,171 | | | | | | (676) | | | | | | (31.1) | | |

| Passenger revenue (in millions) | | | | | | $ | 3,641 | | | | | $ | 2,225 | | | | | $ | 2,525 | | | | | $ | 623 | | | | | $ | 9,014 | |

| Passenger revenue | | | | | | 14.0 | | % | | | | 28.0 | | % | | | | 118.8 | | % | | | | 15.4 | | % | | | | 22.5 | | % |

| Average fare per passenger | | | | | | 0.9 | | % | | | | 8.9 | | % | | | | 6.7 | | % | | | | 7.4 | | % | | | | 7.2 | | % |

| Yield | | | | | | 3.2 | | % | | | | 9.7 | | % | | | | (1.9) | | % | | | | 6.2 | | % | | | | 3.7 | | % |

| PRASM | | | | | | 2.7 | | % | | | | 9.5 | | % | | | | 12.8 | | % | | | | 9.7 | | % | | | | 4.3 | | % |

| Passengers | | | | | | 13.0 | | % | | | | 17.6 | | % | | | | 105.1 | | % | | | | 7.4 | | % | | | | 14.3 | | % |

| RPMs | | | | | | 10.5 | | % | | | | 16.7 | | % | | | | 123.1 | | % | | | | 8.6 | | % | | | | 18.2 | | % |

| ASMs | | | | | | 11.0 | | % | | | | 16.9 | | % | | | | 94.0 | | % | | | | 5.2 | | % | | | | 17.5 | | % |

| Passenger load factor (points) | | | | | | (0.4) | | | | | | (0.1) | | | | | | 10.2 | | | | | | 2.8 | | | | | | 0.5 | | |

Passenger revenue increased $9.0 billion, or 22.5%, in 2023 as compared to 2022, primarily due to a 17.5% increase in capacity, strength in yield, and a 0.5 point increase in passenger load factor.

| | | | 2023 | | | | | | 2022 | | | | | | Increase (Decrease) | | | | | | % Change (a) | | |

| Aircraft fuel | | | 12,651 | | | | | | 13,113 | | | | | | (462) | | | | | | (3.5) | | |

| Distribution expenses | | | 1,977 | | | | | | 1,535 | | | | | | 442 | | | | | | 28.8 | | |

| Special charges | | | 949 | | | | | | 140 | | | | | | 809 | | | | | | NM | | |

| (a) NM - Greater than 100% change or otherwise not meaningful. | | | | | | | | | | | | | | | | | | | | | | | |

Salaries and related costs increased $3.3 billion, or 29.0%, in 2023 as compared to 2022, primarily due to an approximately 11% increase in headcount from increased flight activity, pay rate increases related to a new collective bargaining agreement with employees represented by ALPA, annual wage rate increases across employee groups and an increase of $548 million in profit sharing expense due to both an increase in pre-tax income and a change in the profit sharing formula as a result of the new collective bargaining agreement with employees represented by ALPA.

Landing fees and other rent increased $500 million, or 19.4%, in 2023 as compared to 2022, primarily due to increased rates and increased flight activity driving higher landed weight volume and a higher number of enplaned passengers as well as expansion in airport rental space at certain hubs.

Depreciation expense increased $215 million, or 8.8%, in 2023 as compared to 2022, primarily due to new aircraft inducted into service.

Regional capacity purchase costs increased $101 million, or 4.4%, in 2023 as compared to 2022, despite an approximately 13% reduction in regional capacity, primarily due to rate increases under various capacity purchase agreements with regional carriers.

Also, starting in the fourth quarter of 2023, the Company reclassified certain commissions totaling $80 million from contra-revenue to distribution expense as an immaterial reclassification correction.

| | | | 2023 | | | | | | 2022 | | |

| Labor contract ratification bonuses | | | $ | 814 | | | | | $ | — | |

Other operating expenses increased $1.4 billion, or 21.6%, in 2023 as compared to 2022, primarily as a direct result of the increase in flight activity and the impacts of inflationary pressures.

cash flows.

Our business and operating results for 2022 continued to be negatively impacted by the COVID-19 pandemic, particularly in the first half of the year.

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

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.

- Adjusted cost per available seat mile ("CASM-ex"): We believe that our CASM-ex (a non-GAAP financial measure defined as cost or operating expense per available seat mile ("CASM") excluding fuel, profit sharing, third-party business expense and special charges (credits)) targets in connection with our United Next plan will be key in driving absolute and relative margin improvement.

A great route network, new aircraft, great

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

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

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.

Risks and uncertainties related to the COVID-19 pandemic are further described in Part I, Item 1A.

Risk Factors.

| CASM (cents) | | | 17.19 | | | | | | 14.36 | | | | | | 17.68 | | | | | | 13.67 | | |

| 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 | | % |

| Yield | | | | | | 27.0 | | % | | | | 31.8 | | % | | | | (15.1) | | % | | | | 24.6 | | % | | | | 23.6 | | % |

| PRASM | | | | | | 36.0 | | % | | | | 80.9 | | % | | | | 100.0 | | % | | | | 50.5 | | % | | | | 42.9 | | % |

| Passengers | | | | | | 33.3 | | % | | | | 183.1 | | % | | | | 231.5 | | % | | | | 21.4 | | % | | | | 38.6 | | % |

| RPMs | | | | | | 37.8 | | % | | | | 161.3 | | % | | | | 309.0 | | % | | | | 31.8 | | % | | | | 60.3 | | % |

| ASMs | | | | | | 28.7 | | % | | | | 90.3 | | % | | | | 73.4 | | % | | | | 9.1 | | % | | | | 38.7 | | % |

| Passenger load factor (points) | | | | | | 5.6 | | | | | | 22.5 | | | | | | 39.3 | | | | | | 14.4 | | | | | | 11.2 | | |

Passenger revenue increased $19.8 billion, or 98.2%, in 2022 as compared to 2021, primarily due to the ongoing recovery in air travel which was impacted by the COVID-19 pandemic and strength in the pricing environment as a result of inflationary pressures on fuel prices and other costs.

Cargo revenue was especially high in 2021 due to the limited market capacity, lower passenger load factors and the utilization of cargo-only flights in the first half of 2021.

JPMorgan Chase Bank, N.A. ("Chase"), as well as an increase in the purchases of United Club memberships and lounge passes in the current year.

| Aircraft fuel | | | $ | 13,113 | | | | | $ | 5,755 | | | | | $ | 7,358 | | | | | 127.9 | | |

| Distribution expenses | | | 1,535 | | | | | | 677 | | | | | | 858 | | | | | | 126.7 | | |

| Special charges (credits) | | | 140 | | | | | | (3,367) | | | | | | (3,507) | | | | | | NM | | |

Salaries and related costs increased $1.9 billion, or 19.9%, in 2022 as compared to 2021, primarily due to an approximately 10% increase in headcount, volume-driven pay from increased flight activity, an increase in employee incentive accruals due to current year profitability (including profit sharing of $133 million in 2022) and $405 million of employee retention credits under the CARES Act in 2021 that did not reoccur in 2022.

Landing fees and other rent increased $160 million, or 6.6%, in 2022 as compared to 2021, primarily due to an increase in landed weight volume as a result of increased flight activity.

Regional capacity purchase costs increased $152 million, or 7.1%, in 2022 as compared to 2021, primarily due to rate increases.

Distribution expenses were also impacted by a higher proportion of business travel as compared to leisure travel, which can result in higher cost distribution channels and forms of payment.

| CARES Act grant | | | $ | — | | | | | $ | (4,021) | |

The following table summarizes information related to the Company's interest rate market risk at December 31, [removed: 2022] [added: 2023] (in millions):

| Carrying value of variable rate debt | | | $ | [removed: 12,754] [added: 11,184] | | | | | | | |

| Impact of 100 basis point increase on projected interest expense for the following year | | | [removed: 93] [added: 77] | | | | | | | | |

| Carrying value of fixed rate debt | | | [removed: 18,440] [added: 17,891] | | | | | | | | |

| Fair value of fixed rate debt | | | [removed: 17,189] [added: 17,276] | | | | | | | | |

| Impact of 100 basis point increase in market rates on fair value | | | [removed: (407)] [added: (406)] | | | | | | | | |

Assuming our cash, cash equivalents and short-term investments remain at their average [removed: 2022] [added: 2023] levels, a 100 basis point increase in interest rates would result in a corresponding increase in the Company's interest income of approximately [removed: $186] [added: $171] million during [removed: 2023.][added: 2024.]

[removed: The Company's 2023 forecasted fuel consumption is presently approximately 4.3 billion gallons, and based on this forecast, a] [added: A] one-dollar change in the price of a barrel of aircraft fuel would change the Company's [removed: annual] [added: 2024 projected] fuel expense by approximately [removed: $102] [added: $100] million.

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

The result of a uniform 1% strengthening in the value of the U.S. dollar from December 31, [removed: 2022] [added: 2023] 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: $17] [added: $16] million for the year ending December 31, [removed: 2023.][added: 2024.]

This sensitivity analysis was prepared based upon projected [removed: 2023] [added: 2024] foreign currency-denominated revenues and expenses as of December 31, [removed: 2022.][added: 2023.]

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

Uncertainty as to the nature and performance of alternative reference rates may adversely impact our interest rates and related interest expense.

See Part II, Item 7.

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

Risks and uncertainties related to the LIBOR phase out are further described in Part I, Item 1A.

Risk Factors— "*The proposed phase out of the London interbank offer rate could have a material adverse effect on us."*

UAL, through United and its regional carriers, operates across six continents, with hubs at [removed: Newark Liberty International Airport ("EWR"),] Chicago O'Hare International Airport ("ORD"), Denver International Airport ("DEN"), George Bush Intercontinental Airport ("IAH"), Los Angeles International Airport ("LAX"), [removed: A.B. Won Pat] [added: Newark Liberty] International Airport [removed: ("GUM"),] [added: ("EWR"),] San Francisco International Airport [removed: ("SFO") and] [added: ("SFO"),] Washington Dulles International Airport [removed: ("IAD").][added: ("IAD") and A.B. Won Pat International Airport ("GUM").]

We now expect to take delivery of [removed: about] [added: over] 700 new narrow and widebody aircraft by the end of 2033.

United [removed: will retrofit 100%] [added: is in the process] of [added: retrofitting] its mainline, narrow-body planes with 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 [removed: WiFi,] [added: Wi-Fi,] as well as a bright look-and-feel with LED lighting.

Regional. The Company's business and operations are dependent on its regional flight network, with regional capacity accounting for approximately [removed: 8%] [added: 6%] of the Company's total capacity for the year ended December 31, [removed: 2022.][added: 2023.]

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

In [removed: 2022,] [added: 2023,] Star Alliance carriers continued to serve more than 1,200 airports in [removed: 184] [added: 186] countries with [removed: approximately 14,000] [added: over 16,000] average daily 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 S.A. [removed: ("Avianca"),] [added: (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, [added: during 2023,] Star Alliance [removed: includes] [added: included] Shanghai-based Juneyao Airlines and Thailand-based Thai Smile Airways, a subsidiary of THAI Airways International, as connecting 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 [removed: marketing] alliance agreements with other air carriers, including [removed: Aeromar,] Aer Lingus, Air Dolomiti, [removed: Airlink Proprietary Limited,] [added: Airlink,] Azul Linhas Aéreas [removed: Brasileiras S.A. ("Azul"),] [added: Brasileiras,] Boutique Air, Cape Air, [removed: Edelweiss,] [added: Discover Airlines,] Emirates, Eurowings, [removed: Eurowings Discover, flydubai (in process of completion),] [added: flydubai,] Hawaiian Airlines, JetSuiteX, [removed: Inc. ("JSX"),] Olympic Air, Silver Airways, Virgin Australia Airlines [removed: Pty Ltd] and Vistara.

United also participates in 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, [added: Discover Airlines,] Edelweiss, [removed: Eurowings,] Eurowings [removed: Discover] and SWISS) covering transatlantic routes, one with ANA covering certain transpacific routes, one with Air New Zealand covering certain routes between the United States and New Zealand, and one with Air [removed: Canada, established in July 2022,] [added: Canada] 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 [added: benefits, such as highly competitive flight schedules, fares and services.]

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

In [removed: 2022,] [added: 2023,] approximately [removed: 5.6] [added: 7.4] million MileagePlus flight awards were used on United and United Express.

These awards represented approximately [removed: 7.3%] [added: 8.1%] of United's total revenue passenger miles.

In addition, excluding miles redeemed for flights on United and United Express, MileagePlus members redeemed miles for approximately [removed: 1.2] [added: 2.4] million other awards.

The majority of air cargo services are provided to commercial businesses, freight [removed: forwarder and] [added: forwarders,] logistics firms [removed: as well as] [added: and] national postal services.

Through our global network, our [added: air] cargo operations are able to connect the world's major freight gateways.

We generate [added: air] cargo revenues in domestic and international markets through the use of cargo space on regularly scheduled passenger [removed: aircraft,] [added: flights, as well as through interline] and [removed: starting in 2020, the use of our passenger aircraft for cargo-only flights.][added: ground trucking arrangements.]

Competition can be direct, in the form of another carrier flying the exact non-stop route, or indirect, where a carrier serves the same two cities non-stop from an alternative airport in that city or via an itinerary requiring a [removed: connection at another airport.]

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

Environmental, Social and Governance [removed: Approach and Highlights][added: Approach]

The Company's commitment to operating an environmentally sustainable and responsible airline is woven into its long-term strategy and [removed: its] values.

The Company believes that it is critical, now more than ever, to continue to serve its purpose of connecting people and uniting the [removed: world,] [added: world] and is committed to finding solutions, both individually as a [removed: company,] [added: company] and together [added: 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 a net zero goal to [removed: eliminate] [added: reduce] its greenhouse gas ("GHG") emissions by 100% by 2050 without relying on the use of [removed: traditional carbon offsets, like planting trees or purchasing] voluntary [added: carbon] offsets.

United was the first airline globally to make such a commitment without relying on the use of [removed: traditional] [added: voluntary carbon] offsets.

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

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

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

[removed: In 2021, the Company also committed to validating this] [added: This] 2035 target [removed: with] [added: received independent validation from] the Science Based Targets [removed: Initiative (SBTi).][added: initiative (SBTi) in May 2023.]

The Company is committed to redefining the future of air travel with environmental sustainability [added: and responsibility] at the forefront because it believes that it is the Company's responsibility to take tangible steps to mitigate climate change impacts from its operations.

In addition, the Company's climate goals and overall climate strategy are increasingly important factors in its relationships with its [removed: employees] [added: employees, stockholders, customers] and [removed: customers.][added: other stakeholders.]

Its strategy to achieve its climate goals is centered around four key pathways, each of which is described in further detail below: (i) [removed: reducing the Company's environmental footprint,] [added: emitting less GHGs;] (ii) [removed: innovating for potentially transformative carbon reduction technologies,] [added: adopting more sustainable alternatives to conventional jet fuel;] (iii) [removed: removing the Company's atmospheric carbon impacts] [added: making improvements to its operations beyond its flights;] and (iv) collaborating with employees, customers, airports, suppliers, cross-industry partners and policymakers to facilitate faster action and [removed: the commercialization of] [added: commercializing] technology solutions [removed: concerning] [added: designed to address] climate change.

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

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

[removed: The] [added: Its] main focus in realizing this objective is reducing its [removed: fossil] [added: conventional] jet fuel consumption, which is both the largest contributor to its environmental footprint and a sizable expense for the Company.

[added: The Company is working with strategic partners to scale, employ and commercialize the use of] SAF [added: as the Company believes that it] is the most promising technology solution [removed: realized today] [added: in development to date] that can [added: help] abate emissions from the Company's flight operations.

SAF [removed: can] [added: is intended to] reduce lifecycle GHG emissions by up to 85% compared with conventional jet fuel and has the added benefits of having a limited impact on performance or [removed: safety] [added: safety, reducing sulfur dioxide (SO2)] and [added: soot particle emissions as well as] providing energy diversification.

[removed: However,] [added: While the Company is an aviation leader in investing in future] SAF [added: production, SAF] supply in the jet fuel market is [added: currently] constrained [removed: today] and represents, according to industry estimates, far less than 1% of global commercial aviation fuel usage.

[removed: However,] [added: As a result,] as of December [removed: 2022,] [added: 31, 2023,] the total volume of SAF the Company used in its operations remained less than 0.1% of its total aviation fuel usage.

[removed: ◦In] [added: In] 2016, the Company became the first airline globally to [removed: use] [added: start using] SAF in [added: its] regular operations on an ongoing basis [removed: with SAF from World Energy.][added: at various airports.]

As part of our United Next plan, in September 2023, United exercised options to purchase 50 Boeing 787-9 aircraft scheduled for delivery between 2028 and 2031 and was granted options to purchase up to an additional 50 Boeing 787 aircraft.

In addition, United exercised purchase rights to purchase 60 A321neo aircraft scheduled for delivery between 2028 and 2030 and was granted purchase rights to purchase up to

an additional 40 A321neo aircraft.

| 2023 | | | | | | 4,205 | | | | | | $ | 12,651 | | | | | $ | 3.01 | | | | | 26 | | % | | | | | | |

connection at another airport.

At United "Good Leads the Way" is more than a slogan; it fuels our mission to build the world's biggest and best airline.

Today United is viewed not only as a leader among our peer airlines but as a leader among the world's largest corporations.

Our leadership is driven by our desire to blaze new trails by being a force for good, be responsive to the world in which we operate, be responsible for our actions and be committed to doing the right thing.

United has devoted its brand, reputation, resources, time and effort to pursuing corporate responsibility goals aimed to generate the most impactful results that we can create.

Simply, we aspire to use our influence and scale to lead in a way that inspires the world to action.

Over the last few years, we have made historic investments to fight climate change and provided career opportunities to thousands of people.

We set forth below three of our Environmental, Social and Governance focus areas.

Safety Culture

At United, safety is first in everything we do and is our first service standard of Core4 (we are safe, then caring, dependable and efficient).

Our "No Small Roles in Safety" strategy as part of our Safety Management System ("SMS") is designed to imbue every employee with an understanding of his or her significant responsibility in our collective ambition to ensure the highest level of safety performance for our customers and employees.

Our laser focus on safety is not only essential to our success but also foundational to our culture.

We continue to evaluate and expand our SMS to incorporate new areas of the business to manage risk as we navigate this exciting time at United with the growth in our aircraft fleet and the increasing number of destinations that we plan to serve.

Our improved SMS allows us to proactively identify hazards and mitigate risks to help ensure the safety of our customers and our employees as we grow.

In addition, just as we have invested in infrastructure, technology and tools, we are also investing in the training and development of our employees, especially those who are new to United, to help ensure they gain proficiency in their roles and stay safe in the workplace.

Our approach to safety is centered around three components:

1.*United SMS*: Continuously investing in infrastructure, technology, tools, voluntary safety reporting and training that are built among the key components of our safety policy, safety risk management, safety assurance and safety promotion.

2.*Safety in Action*: Improving safety through development of robust, proactive safety programs and standards.

3.*Safety Data and Innovation*: Identifying and mitigating safety hazards through strong data analytics and new technologies and processes.

Environmental Sustainability Strategy

Given the airline industry's designation as a 'hard-to-abate sector', the Company is committed to tackling the root causes of its GHG emissions—primarily combustion of conventional jet fuel—so that it can realize meaningful, long-lasting change that supports a more sustainable future.

Management periodically updates the Board on the implementation of the Company's climate-related strategic goals and objectives.

The United Next aircraft ordered will reduce United's per-seat carbon emissions by approximately 20% compared to the older models they will replace.

- *Adopting More Sustainable Alternatives to Conventional Jet Fuel*: We believe that large-scale adoption of sustainable aviation fuel ("SAF") in our operations is critical to achieving our net zero GHG target.

SAF is an alternative to conventional jet fuel and its potential to scale is due to its 'drop-in' readiness, which means it can be used in current operations with existing aircraft and infrastructure without alterations required.

The Company has an established history in the investment in, and use of, SAF.

Beginning in 2015, the Company made its first investment in a company working to commercialize SAF production.

The Company has progressed its SAF strategy with several notable milestones, including the following:

The Company also established UAV, a corporate venture capital arm that seeks to invest in promising sustainable aviation technologies and innovation to usher in the future of air travel.

◦In 2023 the Company launched, through UAV, the United Airlines Ventures Sustainable Flight Fund (the "Fund") to support start-ups focused on accelerating the research, production and technologies associated with SAF.

The Fund began in February 2023 with more than $100 million in commitments from United and five limited partners.

As of February 2024, the Fund has since increased in size to more than $200 million in committed capital among a total of 22 corporate partners.

- *Improving Our Operations Beyond Our Flights:* The Company recognizes that its responsibility to address its environmental impact extends beyond the emissions generated from flights to operations across its enterprise.

The Company is focused on embedding sustainability within its operations, strengthening cross-functional teams and working on initiatives intended to drive more sustainable operations while maintaining efficiencies across the business.

United continues to progress its strategic electrification of ground service equipment ("GSE") across its hubs and stations.

As of the end of 2023, over 4,650 units of the Company's GSE around the world are electric, representing approximately 35% of its GSE fleet.

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.

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.

Third-party business revenue is recorded in Other operating

revenue.

Expenses associated with third-party business, except non-travel redemptions, are recorded in Other operating expenses.

Non-travel redemptions expenses are recorded to Other operating revenue.

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

Since we compete in a dynamic marketplace, attempts to generate additional revenue through increased fares often fail.

Climate Strategy

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

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

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

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.

The Company uses SAF in its regular operations from World Energy at LAX and Neste at Amsterdam Airport Schiphol and has purchased nearly 8 million gallons of SAF since 2016.

◦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.

With this investment, the Company entered into a long-term supply agreement with Fulcrum, which provides United the opportunity to purchase at least 900 million gallons of SAF.

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

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.

From 1990 to 2022, the Company improved its mainline fuel efficiency by approximately 48%.

In the second quarter of 2021, the Company announced its United Next plan and entered into firm narrow-body aircraft orders for 200 Boeing 737 MAX aircraft and 70 Airbus A321neo aircraft.

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.

Over 4,100 units of the Company's ground service equipment ("GSE") around the world are electric or use alternative fuels and, as of the end of 2022, approximately 34% of its GSE fleet has been electrified.

◦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.

- *Removing Carbon Impact*: The Company intends to extend its environmental sustainability efforts beyond reducing emissions by also focusing on carbon removal by investing in carbon capture technologies to either sequester carbon or potentially utilize captured carbon to make low-carbon fuels.

The Company is [removed: involved] [added: involved, both as a plaintiff and a defendant,] in [added: various] legal proceedings, [removed: including] [added: including, without limitation,] litigation, arbitration and other claims, and investigations, inspections, subpoenas, audits, inquiries and similar [removed: action,] [added: actions] involving its passengers, customers, [removed: suppliers and] [added: suppliers,] employees [added: and shareholders,] as well as government [removed: agencies] [added: agencies, among others,] arising in the ordinary course of business and that have not been fully resolved.

Management believes, after considering a number of factors, including (but not limited to) the information currently available, the views of legal counsel, the nature of contingencies to which the Company is subject and prior experience, that its defenses and assertions in pending legal proceedings have merit [removed: and] [added: and, except as otherwise specifically noted below,] the ultimate disposition of any pending matter will not materially affect the Company's financial position, results of operations or cash flows.

[removed: 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 [added: operations or cash flows for a particular period.]

There can be no assurance that there will not be an increase in the scope

operations or cash flows for a particular period.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

[removed: ][added: ]

The aggregate market value of common stock held by non-affiliates of United Airlines Holdings, Inc. was [removed: $11.5] [added: $17.9] billion as of June 30, [removed: 2022] [added: 2023] based on the closing sale price of [removed: $35.42] [added: $54.87] on that date.

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of February [removed: 9, 2023.][added: 22, 2024.]

| United Airlines Holdings, Inc. | | | | | | [removed: 327,092,997] [added: 328,025,881] | | | 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: 2023] [added: 2024] Annual Meeting of Stockholders.

For the Year Ended December 31, [removed: 2022][added: 2023]

| Item 1. | | | | | | [removed: [Business](#i5c22364f1395446da61b7396ce6d353c_13)] [added: [Business](#iec4913b5ae8045fea7e4f770ad75fe31_13)] | | | [removed: [3](#i5c22364f1395446da61b7396ce6d353c_13)] [added: [3](#iec4913b5ae8045fea7e4f770ad75fe31_13)] | | |

| | | | | | | [Information about Our Executive [removed: Officers](#i5c22364f1395446da61b7396ce6d353c_16)] [added: Officers](#iec4913b5ae8045fea7e4f770ad75fe31_16)] | | | [removed: [17](#i5c22364f1395446da61b7396ce6d353c_16)] [added: [17](#iec4913b5ae8045fea7e4f770ad75fe31_16)] | | |

| Item 1A. | | | | | | [Risk [removed: Factors](#i5c22364f1395446da61b7396ce6d353c_19)] [added: Factors](#iec4913b5ae8045fea7e4f770ad75fe31_19)] | | | [removed: [20](#i5c22364f1395446da61b7396ce6d353c_19)] [added: [19](#iec4913b5ae8045fea7e4f770ad75fe31_19)] | | |

| Item 1B. | | | | | | [Unresolved Staff [removed: Comments](#i5c22364f1395446da61b7396ce6d353c_22)] [added: Comments](#iec4913b5ae8045fea7e4f770ad75fe31_22)] | | | [removed: [34](#i5c22364f1395446da61b7396ce6d353c_22)] [added: [33](#iec4913b5ae8045fea7e4f770ad75fe31_22)] | | |

| Item 2. | | | | | | [removed: [Properties](#i5c22364f1395446da61b7396ce6d353c_25)] [added: [Properties](#iec4913b5ae8045fea7e4f770ad75fe31_25)] | | | [removed: [35](#i5c22364f1395446da61b7396ce6d353c_25)] [added: [35](#iec4913b5ae8045fea7e4f770ad75fe31_25)] | | |

| Item 3. | | | | | | [Legal [removed: Proceedings](#i5c22364f1395446da61b7396ce6d353c_28)] [added: Proceedings](#iec4913b5ae8045fea7e4f770ad75fe31_28)] | | | [removed: [36](#i5c22364f1395446da61b7396ce6d353c_28)] [added: [36](#iec4913b5ae8045fea7e4f770ad75fe31_28)] | | |

| Item 4. | | | | | | [Mine Safety [removed: Disclosures](#i5c22364f1395446da61b7396ce6d353c_31)] [added: Disclosures](#iec4913b5ae8045fea7e4f770ad75fe31_31)] | | | [removed: [37](#i5c22364f1395446da61b7396ce6d353c_31)] [added: [37](#iec4913b5ae8045fea7e4f770ad75fe31_31)] | | |

| Item 5. | | | | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i5c22364f1395446da61b7396ce6d353c_37)] [added: Securities](#iec4913b5ae8045fea7e4f770ad75fe31_37)] | | | [removed: [37](#i5c22364f1395446da61b7396ce6d353c_37)] [added: [37](#iec4913b5ae8045fea7e4f770ad75fe31_37)] | | |

| Item 6. | | | | | | [removed: [\[Reserved\]](#i5c22364f1395446da61b7396ce6d353c_40)] [added: [\[Reserved\]](#iec4913b5ae8045fea7e4f770ad75fe31_40)] | | | [removed: [38](#i5c22364f1395446da61b7396ce6d353c_40)] [added: [38](#iec4913b5ae8045fea7e4f770ad75fe31_40)] | | |

| Item 7. | | | | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i5c22364f1395446da61b7396ce6d353c_43)] [added: Operations](#iec4913b5ae8045fea7e4f770ad75fe31_43)] | | | [removed: [38](#i5c22364f1395446da61b7396ce6d353c_43)] [added: [38](#iec4913b5ae8045fea7e4f770ad75fe31_43)] | | |

| Item 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i5c22364f1395446da61b7396ce6d353c_61)] [added: Risk](#iec4913b5ae8045fea7e4f770ad75fe31_61)] | | | [removed: [52](#i5c22364f1395446da61b7396ce6d353c_61)] [added: [50](#iec4913b5ae8045fea7e4f770ad75fe31_61)] | | |

| Item 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#i5c22364f1395446da61b7396ce6d353c_64)] [added: Data](#iec4913b5ae8045fea7e4f770ad75fe31_64)] | | | [removed: [53](#i5c22364f1395446da61b7396ce6d353c_64)] [added: [51](#iec4913b5ae8045fea7e4f770ad75fe31_64)] | | |

| | | | | | | [Combined Notes to Consolidated Financial [removed: Statements](#i5c22364f1395446da61b7396ce6d353c_106)] [added: Statements](#iec4913b5ae8045fea7e4f770ad75fe31_106)] | | | [removed: [69](#i5c22364f1395446da61b7396ce6d353c_106)] [added: [67](#iec4913b5ae8045fea7e4f770ad75fe31_106)] | | |

| Item 9. | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i5c22364f1395446da61b7396ce6d353c_166)] [added: Disclosure](#iec4913b5ae8045fea7e4f770ad75fe31_166)] | | | [removed: [99](#i5c22364f1395446da61b7396ce6d353c_166)] [added: [99](#iec4913b5ae8045fea7e4f770ad75fe31_166)] | | |

| Item 9A. | | | | | | [Controls and [removed: Procedures](#i5c22364f1395446da61b7396ce6d353c_169)] [added: Procedures](#iec4913b5ae8045fea7e4f770ad75fe31_169)] | | | [removed: [99](#i5c22364f1395446da61b7396ce6d353c_169)] [added: [99](#iec4913b5ae8045fea7e4f770ad75fe31_169)] | | |

| Item 9B. | | | | | | [Other [removed: Information](#i5c22364f1395446da61b7396ce6d353c_172)] [added: Information](#iec4913b5ae8045fea7e4f770ad75fe31_172)] | | | [removed: [102](#i5c22364f1395446da61b7396ce6d353c_172)] [added: [102](#iec4913b5ae8045fea7e4f770ad75fe31_172)] | | |

| Item 9C. | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i5c22364f1395446da61b7396ce6d353c_175)] [added: Inspections](#iec4913b5ae8045fea7e4f770ad75fe31_175)] | | | [removed: [102](#i5c22364f1395446da61b7396ce6d353c_175)] [added: [102](#iec4913b5ae8045fea7e4f770ad75fe31_175)] | | |

| Item 10. | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i5c22364f1395446da61b7396ce6d353c_181)] [added: Governance](#iec4913b5ae8045fea7e4f770ad75fe31_181)] | | | [removed: [102](#i5c22364f1395446da61b7396ce6d353c_181)] [added: [102](#iec4913b5ae8045fea7e4f770ad75fe31_181)] | | |

| Item 11. | | | | | | [Executive [removed: Compensation](#i5c22364f1395446da61b7396ce6d353c_184)] [added: Compensation](#iec4913b5ae8045fea7e4f770ad75fe31_184)] | | | [removed: [102](#i5c22364f1395446da61b7396ce6d353c_184)] [added: [102](#iec4913b5ae8045fea7e4f770ad75fe31_184)] | | |

| Item 12. | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i5c22364f1395446da61b7396ce6d353c_187)] [added: Matters](#iec4913b5ae8045fea7e4f770ad75fe31_187)] | | | [removed: [102](#i5c22364f1395446da61b7396ce6d353c_187)] [added: [102](#iec4913b5ae8045fea7e4f770ad75fe31_187)] | | |

| Item 13. | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i5c22364f1395446da61b7396ce6d353c_190)] [added: Independence](#iec4913b5ae8045fea7e4f770ad75fe31_190)] | | | [removed: [102](#i5c22364f1395446da61b7396ce6d353c_190)] [added: [102](#iec4913b5ae8045fea7e4f770ad75fe31_190)] | | |

| Item 14. | | | | | | [Principal Accountant Fees and [removed: Services](#i5c22364f1395446da61b7396ce6d353c_193)] [added: Services](#iec4913b5ae8045fea7e4f770ad75fe31_193)] | | | [removed: [103](#i5c22364f1395446da61b7396ce6d353c_193)] [added: [103](#iec4913b5ae8045fea7e4f770ad75fe31_193)] | | |

| Item 15. | | | | | | [Exhibits and Financial Statement [removed: Schedules](#i5c22364f1395446da61b7396ce6d353c_199)] [added: Schedules](#iec4913b5ae8045fea7e4f770ad75fe31_199)] | | | [removed: [104](#i5c22364f1395446da61b7396ce6d353c_199)] [added: [104](#iec4913b5ae8045fea7e4f770ad75fe31_199)] | | |

| Item 16. | | | | | | [Form 10-K [removed: Summary](#i5c22364f1395446da61b7396ce6d353c_202)] [added: Summary](#iec4913b5ae8045fea7e4f770ad75fe31_202)] | | | [removed: [104](#i5c22364f1395446da61b7396ce6d353c_202)] [added: [104](#iec4913b5ae8045fea7e4f770ad75fe31_202)] | | |

| Item 1C. | | | | | | [Cybersecurity](#iec4913b5ae8045fea7e4f770ad75fe31_1680) | | | [33](#iec4913b5ae8045fea7e4f770ad75fe31_1680) | | |

Board and Management Oversight of Cybersecurity Risks

The Company considers management of cybersecurity and digital risk as essential for enabling success.

The Audit Committee (the "Audit Committee") of the Board provides oversight of the Company's risk assessment and risk management policies and strategies with respect to significant business risks, including cybersecurity and digital risk.

On a regular basis, the Audit Committee receives reports from the Company's Chief Information Security Officer ("CISO") or her representative(s) regarding the identification and management of cybersecurity risks, including when applicable, notable cybersecurity threats or incidents impacting the aviation sector or the Company, results of independent third-party assessments of the Company's cybersecurity program, key metrics, capabilities, resourcing and strategy regarding the Company's cybersecurity program and updates related to cybersecurity regulatory developments.

The Company's CISO leads the Cybersecurity and Digital Risk ("CDR") organization, which oversees the approach to identifying and managing cybersecurity and digital risk.

The Company's current CISO has extensive technology and risk management experience in critical infrastructure sectors and is qualified as a boardroom certified technology expert by the Digital Directors Network.

She serves on the U.S. President's National Infrastructure Advisory Council, examining and providing recommendations related to cross-sector critical infrastructure security and resilience.

She serves on the board of directors of the Internet Security Alliance, has served, and continues to serve, as Chair of the Cybersecurity Council at Airlines for America, and has served as Chair and is currently a member of the board of directors of the Aviation Information Sharing

and Analysis Center (A-ISAC).

The CDR organization includes teams focusing on Cyber Defense, Identity & Digital Trust, and Secure Product Solutions & Aircraft Cybersecurity Operations.

The teams include individuals with a broad array of cybersecurity expertise, including experience in offensive cybersecurity; application cybersecurity; product cybersecurity; cloud cybersecurity; infrastructure cybersecurity; cybersecurity systems; engineering and architecture; information technology cybersecurity; operational technology cybersecurity; identity and access management; vulnerability and asset management; cybersecurity threat intelligence; cybersecurity regulatory compliance; digital fraud; digital trust; incident response; insider threat assessment; and aircraft cybersecurity.

The Company's senior leadership, including the Safety, Legal, Government Affairs, Operations, Aviation Security, Finance, Communications and Digital Technology functions, as well as others as needed, support the CDR and contribute to the management of cybersecurity and digital risk by attending regular cybersecurity risk reviews and participating in cybersecurity drills.

Cybersecurity Risk Management and Strategy

The Company established a risk-based strategy informed by guiding principles from industry standard cybersecurity and risk management frameworks, such as those published by the National Institute of Standards and Technology (NIST).

The Company's cybersecurity risk management framework is integrated with the Company's Enterprise Risk Management ("ERM") process that is subject to oversight by the Board.

Cybersecurity risks are one of the key risks regularly evaluated, assessed and monitored as part of the Company's overall ERM process.

As part of its risk-based strategy, the Company maintains appropriate technical and organizational measures and regularly reviews the appropriateness of those controls considering changes to the technical or regulatory environment.

The Company also regularly incorporates cybersecurity awareness training into employee communications, engagement and training activities.

The Company participates in various information sharing organizations to timely share and receive threat information, thereby improving the collective defense of the aviation and other critical infrastructure sectors.

The Company regularly seeks opportunities to improve its capabilities, including through cybersecurity trainings and skill development programs for its CDR members.

The Company utilizes a variety of third parties in connection with its cybersecurity risk management.

For example, the Company uses the U.S. Department of Homeland Security's Cybersecurity and Infrastructure Security Agency's Known Exploitable Vulnerabilities Catalog, the MITRE Corporation's Common Vulnerabilities and Exposures database and other threat intelligence portals and feeds to identify vulnerabilities.

The Company also employs third-party cybersecurity companies to add capacity or expertise when necessary.

Additionally, regular assessments of the Company's cybersecurity program are conducted by independent third-party assessors.

The Company is subject to cybersecurity risks related to its business partners and third-party service providers, as further detailed under the heading "*Increasing privacy, data security and cybersecurity obligations or a significant data breach may adversely affect the Company's business*" included as part of our risk factor disclosures in Part I, Item 1A.

of this report.

To manage these risks, the Company has integrated third-party incidents into its cybersecurity incident response processes.

The Company also conducts evaluations and assessments of key suppliers based on risk and seeks to incorporate appropriate measures to manage the risk.

The Company also regularly monitors the external cybersecurity posture of thousands of third parties through various service providers.

Crucially, the Company, or its third-party service providers it may rely on, may not be able to design or implement technical or organizational controls comprehensively, consistently or effectively as intended to protect the confidentiality, integrity or availability of systems and data.

Because the Company utilizes a risk-based strategy, based on professional judgment and analysis of the risks, it is possible that the Company may underappreciate or not recognize a specific risk.

Moreover, even the best designed and implemented security controls may not eliminate cybersecurity incidents.

Cybersecurity Incident Management

The CDR organization uses a variety of prevention and detection tools and other resources to identify potential cybersecurity incidents.

When a cybersecurity incident is identified, CDR's incident response team engages with the appropriate subject matter experts, the relevant management of impacted organization(s) and others to analyze, contain, eradicate, mitigate, and recover from the incident as applicable.

Throughout the incident response process, CDR leadership, the CISO and the Company's Chief Legal Officer are informed and consulted.

As appropriate, incidents are escalated for review by the Senior Leader Crisis Team (the "SLCT"), which consists of cross-functional leaders of the Company.

A subgroup of the Company's Disclosure Council assesses the information reviewed by the SLCT and makes a recommendation regarding the cybersecurity incident's materiality to the full Disclosure Council and subsequently to the Audit Committee.

Additionally, the CDR organization has frequent operating rhythms to, among other things, review cybersecurity incidents and track the progress of

cybersecurity initiatives.

Fleet. As of December 31, [removed: 2022,] [added: 2023,] United's mainline and regional fleets consisted of the following:

| 777-300ER | | | | | | 22 | | | | | | 22 | | | | | | — | | | | | | 350 | | | | | | [removed: 5.0] [added: 6.0] | | |

| 777-200ER | | | | | | 55 | | | | | | 54 | | | | | | 1 | | | | | | 276-362 | | | | | | [removed: 22.8] [added: 23.8] | | |

| 777-200 | | | | | | 19 | | | | | | 19 | | | | | | — | | | | | | 364 | | | | | | [removed: 25.5] [added: 26.5] | | |

| 787-10 | | | | | | [removed: 19] [added: 21] | | | | | | [removed: 19] [added: 21] | | | | | | — | | | | | | 318 | | | | | | [removed: 2.5] [added: 3.2] | | |

| 787-9 | | | | | | 38 | | | | | | 34 | | | | | | 4 | | | | | | 257 | | | | | | [removed: 5.3] [added: 6.3] | | |

| 787-8 | | | | | | 12 | | | | | | 12 | | | | | | — | | | | | | 243 | | | | | | [removed: 9.5] [added: 10.5] | | |

| 767-400ER | | | | | | 16 | | | | | | 16 | | | | | | — | | | | | | [removed: 231-240] [added: 231] | | | | | | [removed: 21.3] [added: 22.3] | | |

| 767-300ER | | | | | | 37 | | | | | | 37 | | | | | | — | | | | | | [removed: 167-214] [added: 167-203] | | | | | | [removed: 26.8] [added: 27.8] | | |

| 757-300 | | | | | | 21 | | | | | | [removed: 9] [added: 21] | | | | | | [removed: 12] [added: —] | | | | | | 234 | | | | | | [removed: 20.3] [added: 21.3] | | |

| 757-200 | | | | | | 40 | | | | | | [removed: 36] [added: 39] | | | | | | [removed: 4] [added: 1] | | | | | | [removed: 169-176] [added: 176] | | | | | | [removed: 25.9] [added: 26.9] | | |

| 737 MAX 9 | | | | | | [removed: 48] [added: 79] | | | | | | [removed: 32] [added: 63] | | | | | | 16 | | | | | | 179 | | | | | | 2.0 | | |

| 737 MAX 8 | | | | | | [removed: 32] [added: 80] | | | | | | [removed: 16] [added: 34] | | | | | | [removed: 16] [added: 46] | | | | | | 166 | | | | | | [removed: 0.7] [added: 1.0] | | |

| 737-900ER | | | | | | 136 | | | | | | 136 | | | | | | — | | | | | | 179 | | | | | | [removed: 10.0] [added: 11.0] | | |

| 737-900 | | | | | | 12 | | | | | | [removed: 8] [added: 10] | | | | | | [removed: 4] [added: 2] | | | | | | 179 | | | | | | [removed: 21.3] [added: 22.3] | | |

| 737-800 | | | | | | 141 | | | | | | [removed: 109] [added: 119] | | | | | | [removed: 32] [added: 22] | | | | | | 166 | | | | | | [removed: 18.8] [added: 19.8] | | |

| 737-700 | | | | | | 40 | | | | | | [removed: 35] [added: 38] | | | | | | [removed: 5] [added: 2] | | | | | | 126 | | | | | | [removed: 23.8] [added: 24.8] | | |

| A320-200 | | | | | | [removed: 99] [added: 91] | | | | | | [removed: 86] [added: 81] | | | | | | [removed: 13] [added: 10] | | | | | | 150 | | | | | | [removed: 24.4] [added: 24.9] | | |

| A319-100 | | | | | | 81 | | | | | | 52 | | | | | | 29 | | | | | | 126 | | | | | | [removed: 21.1] [added: 22.1] | | |

| Embraer E175/E175LL | | | | | | [removed: 183] [added: 189] | | | | | | [removed: 81] [added: 73] | | | | | | | | | | | | [removed: 102] [added: 116] | | | | | | SkyWest: Mesa: Republic: | | | [removed: 89 63 31] [added: 90 54 45] | | | | | | 70/76 | | | | | |

| Embraer 170 | | | | | | [removed: 35] [added: 21] | | | | | | — | | | | | | | | | | | | [removed: 35] [added: 21] | | | | | | Republic: | | | [removed: 35] [added: 21] | | | | | | 70 | | | | | |

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

| CRJ550 | | | | | | [removed: 36] [added: 35] | | | | | | 2 | | | | | | | | | | | | [removed: 34] [added: 33] | | | | | | GoJet: | | | [removed: 36] [added: 35] | | | | | | 50 | | | | | |

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

| Embraer ERJ 145XR | | | | | | [removed: 63] [added: 53] | | | | | | [removed: 63] [added: 53] | | | | | | | | | | | | — | | | | | | CommuteAir: | | | [removed: 63] [added: 53] | | | | | | 50 | | | | | |

In addition to the aircraft presented in the table above, United owned or leased the following regional aircraft as of December 31, [removed: 2022:][added: 2023:]

- [removed: 23 CRJ550s,18 Embraer E175LLs] [added: 24 CRJ550s, 26 E175/E175LLs] and [removed: 38] [added: 45] Embraer ERJ 145s that were temporarily grounded; and

Firm Order and Option Aircraft. As of December 31, [removed: 2022,] [added: 2023,] United had firm commitments to purchase aircraft from Boeing and Airbus presented in the table below:

| | | | | | | | | | | | | [removed: Scheduled] [added: Contractual] Aircraft Deliveries | | | | | | | | | | | | | | | [added: | | | Expected Aircraft Deliveries (b) | | | | | | | | | | | | | | |]

| Aircraft Type | | | | | | Number of Firm Commitments (a) | | | | | | [removed: 2023] [added: 2024] | | | | | | [added: 2025 | | | | | | After 2025 | | | | | |] 2024 | | | | | | [added: 2025 | | | | | |] After [removed: 2024] [added: 2025] | | |

| 737 MAX [added: 8] | | | | | | [removed: 433] [added: 43] | | | | | | [removed: 135] [added: 43] | | | | | | [removed: 88] [added: —] | | | | | | [removed: 210] [added: —] | | | [added: | | | 37 | | | | | | 6 | | | | | | — | | |]

| A321neo | | | | | | [removed: 70] [added: 126] | | | | | | [removed: 12] [added: 26] | | | | | | [removed: 31] [added: 38] | | | | | | [removed: 27] [added: 62] | | | [added: | | | 25 | | | | | | 24 | | | | | | 77 | | |]

| A321XLR | | | | | | 50 | | | | | | — | | | | | | [added: 8 | | | | | | 42 | | | | | |] — | | | | | | [removed: 50] [added: 1] | | | [added: | | | 49 | | |]

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

| (a) United also has options and purchase rights for additional aircraft. | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |]

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

United has major terminal facility leases at SFO, IAD, ORD, LAX, DEN, EWR, IAH and GUM with expiration dates ranging from [removed: 2023] [added: 2024] through 2053.

| A321neo | | | | | | 4 | | | | | | 4 | | | | | | — | | | | | | 200 | | | | | | 0.1 | | |

| Total mainline | | | | | | 945 | | | | | | 812 | | | | | | 133 | | | | | | | | | | | | 16.0 | | |

| CRJ900 | | | | | | 26 | | | | | | — | | | | | | | | | | | | 26 | | | | | | Mesa: | | | 26 | | | | | | 76 | | | | | |

| Total regional | | | | | | 413 | | | | | | 128 | | | | | | | | | | | | 285 | | | | | | | | | | | | | | | | | | | | |

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

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

| 787 | | | | | | 150 | | | | | | 8 | | | | | | 18 | | | | | | 124 | | | | | | 7 | | | | | | 18 | | | | | | 125 | | |

| 737 MAX 9 | | | | | | 34 | | | | | | 34 | | | | | | — | | | | | | — | | | | | | 19 | | | | | | 15 | | | | | | — | | |

| 737 MAX 10 | | | | | | 277 | | | | | | 80 | | | | | | 71 | | | | | | 126 | | | | | | — | | | | | | (c) | | | | | | (c) | | |

| (b) Expected aircraft deliveries reflect adjustments communicated by Boeing and Airbus or estimated by United. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (c) Due to the delay in the certification of the 737 MAX 10 aircraft, we are unable to accurately forecast the expected delivery period. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

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

| 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.

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

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

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

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

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.

As of February [removed: 9, 2023,] [added: 22, 2024,] there were [removed: 5,885] [added: 5,695] holders of record of UAL common stock.

There were no cash dividend payments during the year ended December 31, [removed: 2022] [added: 2023] and we do not expect to pay cash dividends in the foreseeable future.

As such, the Company did not make any purchases of its common stock during the three months ended December 31, [removed: 2022.][added: 2023.]

The following graph compares the cumulative total stockholder return during the period from December 31, [removed: 2017] [added: 2018] to December 31, [removed: 2022] [added: 2023] 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: 2017] [added: 2018] in our common stock and in each of the foregoing indices and assumes that all dividends were reinvested.

[removed: ][added: ]

We have audited the accompanying consolidated balance sheets of United Airlines Holdings, Inc. (the "Company") as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive income (loss), [removed: cash flows, and] stockholders' equity [added: and cash flows,] for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 16, 2023,] [added: 29, 2024,] expressed an unqualified opinion thereon.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the financial statements that [removed: were] [added: is] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of [added: the] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

| *Description of the Matter* | | | | | | [removed: 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 [removed: on an interim basis whenever] [added: more frequently if events or circumstances indicate that the asset may be impaired. For the Company’s China route authority, the Company performed] a [removed: triggering event occurs.] [added: quantitative assessment which involved determining the fair value of the asset and comparing that amount to the asset’s carrying value. At December 31, 2023, the carrying value of the Company's China route authority indefinite-lived intangible asset (the China intangible asset) was $1.0 billion.] | | |

| Auditing management's annual China intangible [removed: assets] [added: asset] impairment test was complex and highly judgmental due to the significant estimation required in determining the fair value of the [removed: assets.] [added: asset.] The fair value estimate was sensitive to significant assumptions such as [removed: revenue growth rate,] [added: forecasted revenues, fuel costs, other] operating [added: costs,] margin and [removed: the] [added: an overall] discount rate, each of which is affected by expectations about future market or economic conditions. As a result of the subjectivity of the assumptions, adverse changes to management's estimates could reduce the underlying cash flows used to estimate fair value and trigger impairment charges. | | | | | | | | |

| *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 [removed: assets] [added: asset] 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 [removed: revenue growth rate,] [added: forecasted revenues, fuel costs, other] operating [added: costs,] margin and the [added: overall] discount rate. | | |

| To test the estimated fair value of the Company's China intangible [removed: assets,] [added: asset,] we performed audit procedures that included, among others, assessing the fair value methodology used by management and evaluating the significant assumptions used in the valuation model. We compared significant assumptions to current industry, market and economic trends, and to the Company's historical results. We assessed the historical accuracy of management's estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the China intangible [removed: assets] [added: asset] that would result from changes in assumptions. We also involved a valuation specialist to assist in our evaluation of the Company's [removed: valuation methodology and] [added: overall] discount rate. | | | | | | | | |

| [added: Valuation allowance] | | | | | | [removed: Deferred Tax Assets—Valuation Allowance] [added: (21)] | | | [added: | | | (10) | | | | | | (38) | | |]

We have audited the accompanying consolidated balance sheets of United Airlines, Inc. (the "Company") as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of operations, comprehensive income (loss), [added: stockholder's equity and] cash flows, [removed: and stockholder's equity,] for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the "consolidated financial statements").

| | | | Auditing management's annual China intangible [removed: assets] [added: asset] impairment test was complex and highly judgmental due to the significant estimation required in determining the fair value of the [removed: assets.] [added: asset.] The fair value estimate was sensitive to significant assumptions such as [removed: revenue growth rate,] [added: forecasted revenues, fuel costs, other] operating [added: costs,] margin and [removed: the] [added: an overall] discount rate, each of which is affected by expectations about future market or economic conditions. As a result of the subjectivity of the assumptions, adverse changes to management's estimates could reduce the underlying cash flows used to estimate fair value and trigger impairment charges. | | | | | |

| | | | To test the estimated fair value of the Company's China intangible [removed: assets,] [added: asset,] we performed audit procedures that included, among others, assessing the fair value methodology used by management and evaluating the significant assumptions used in the valuation model. We compared significant assumptions to current industry, market and economic trends, and to the Company's historical results. We assessed the historical accuracy of management's estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the China intangible [removed: assets] [added: asset] that would result from changes in assumptions. We also involved a valuation specialist to assist in our evaluation of the Company's [removed: valuation methodology and] [added: overall] discount rate. | | | | | |

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Passenger revenue | | | $ | [removed: 40,032] [added: 49,046] | | | | | $ | [removed: 20,197] [added: 40,032] | | | | | $ | [removed: 11,805] [added: 20,197] | |

| Cargo | | | [removed: 2,171] [added: 1,495] | | | | | | [removed: 2,349] [added: 2,171] | | | | | | [removed: 1,648] [added: 2,349] | | |

| Other operating revenue | | | [removed: 2,752] [added: 3,176] | | | | | | [removed: 2,088] [added: 2,752] | | | | | | [removed: 1,902] [added: 2,088] | | |

| Total operating revenue | | | [removed: 44,955] [added: 53,717] | | | | | | [removed: 24,634] [added: 44,955] | | | | | | [removed: 15,355] [added: 24,634] | | |

| Aircraft fuel | | | [removed: 13,113] [added: 12,651] | | | | | | [removed: 5,755] [added: 13,113] | | | | | | [removed: 3,153] [added: 5,755] | | |

| Salaries and related costs | | | [removed: 11,466] [added: 14,787] | | | | | | [removed: 9,566] [added: 11,466] | | | | | | [removed: 9,522] [added: 9,566] | | |

| Landing fees and other rent | | | [removed: 2,576] [added: 3,076] | | | | | | [removed: 2,416] [added: 2,576] | | | | | | [removed: 2,127] [added: 2,416] | | |

| Depreciation and amortization | | | [removed: 2,456] [added: 2,671] | | | | | | [removed: 2,485] [added: 2,456] | | | | | | [removed: 2,488] [added: 2,485] | | |

| Regional capacity purchase | | | [removed: 2,299] [added: 2,400] | | | | | | [removed: 2,147] [added: 2,299] | | | | | | [removed: 2,039] [added: 2,147] | | |

| Aircraft maintenance materials and outside repairs | | | [removed: 2,153] [added: 2,736] | | | | | | [removed: 1,316] [added: 2,153] | | | | | | [removed: 858] [added: 1,316] | | |

| Distribution expenses | | | [removed: 1,535] [added: 1,977] | | | | | | [removed: 677] [added: 1,535] | | | | | | [removed: 459] [added: 677] | | |

| Aircraft rent | | | [removed: 252] [added: 197] | | | | | | [removed: 228] [added: 252] | | | | | | [removed: 198] [added: 228] | | |

| Special charges (credits) | | | [removed: 140] [added: 949] | | | | | | [removed: (3,367)] [added: 140] | | | | | | [removed: (2,616)] [added: (3,367)] | | |

| Other operating expenses | | | [removed: 6,628] [added: 8,062] | | | | | | [removed: 4,433] [added: 6,628] | | | | | | [removed: 3,486] [added: 4,433] | | |

| Total operating expense | | | [removed: 42,618] [added: 49,506] | | | | | | [removed: 25,656] [added: 42,618] | | | | | | [removed: 21,714] [added: 25,656] | | |

| Operating income (loss) | | | [removed: 2,337] [added: 4,211] | | | | | | [removed: (1,022)] [added: 2,337] | | | | | | [removed: (6,359)] [added: (1,022)] | | |

| Interest expense | | | [removed: (1,778)] [added: (1,956)] | | | | | | [removed: (1,657)] [added: (1,778)] | | | | | | [removed: (1,063)] [added: (1,657)] | | |

| Interest income | | | [removed: 298] [added: 827] | | | | | | [removed: 36] [added: 298] | | | | | | [removed: 50] [added: 36] | | |

| Interest capitalized | | | [removed: 105] [added: 182] | | | | | | [removed: 80] [added: 105] | | | | | | [removed: 71] [added: 80] | | |

| Unrealized gains (losses) on investments, net | | | [removed: 20] [added: 27] | | | | | | [removed: (34)] [added: 20] | | | | | | [removed: (194)] [added: (34)] | | |

| Miscellaneous, net | | | [removed: 8] [added: 96] | | | | | | [removed: 40] [added: 8] | | | | | | [removed: (1,327)] [added: 40] | | |

| Total nonoperating expense, net | | | [removed: (1,347)] [added: (824)] | | | | | | [removed: (1,535)] [added: (1,347)] | | | | | | [removed: (2,463)] [added: (1,535)] | | |

| Income (loss) before income taxes | | | [removed: 990] [added: 3,387] | | | | | | [removed: (2,557)] [added: 990] | | | | | | [removed: (8,822)] [added: (2,557)] | | |

| Income tax expense (benefit) | | | [removed: 253] [added: 769] | | | | | | [removed: (593)] [added: 253] | | | | | | [removed: (1,753)] [added: (593)] | | |

| Net income (loss) | | | $ | [removed: 737] [added: 2,618] | | | | | $ | [removed: (1,964)] [added: 737] | | | | | $ | [removed: (7,069)] [added: (1,964)] | |

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

| *Description of the Matter* | | | | | | 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 more frequently if events or circumstances indicate that the asset may be impaired. For the Company’s China route authority, the Company performed a quantitative assessment which involved determining the fair value of the asset and comparing that amount to the asset’s carrying value. At December 31, 2023, the carrying value of the Company's China route authority indefinite-lived intangible asset (the China intangible asset) was $1.0 billion. | | |

| *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 asset 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 forecasted revenues, fuel costs, other operating costs, margin and the overall discount rate. | | |

February 29, 2024

| Special charges | | | 949 | | | | | | 140 | | | | | | (3,367) | | |

| Net income (loss) | | | $ | 2,618 | | | | | $ | 737 | | | | | $ | (1,964) | |

| Deferred income taxes | | | 594 | | | | | | 0 | | |

| Net income (loss) | | | $ | 2,618 | | | | | $ | 737 | | | | | $ | (1,964) | |

| Depreciation and amortization | | | 2,671 | | | | | | 2,456 | | | | | | 2,485 | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,618 | | | | | | — | | | | | | 2,618 | | |

| Proceeds from exercise of stock options | | | | | | | | | | | | | | | 1 | | | | | | | | | | | | | | | | | | | | | | | | 1 | | |

| Balance at December 31, 2023 | | | 328.0 | | | | | | $ | 4 | | | | | $ | 8,992 | | | | | $ | (3,441) | | | | | $ | 3,831 | | | | | $ | (62) | | | | | $ | 9,324 | |

| Passenger revenue | | | $ | 49,046 | | | | | $ | 40,032 | | | | | $ | 20,197 | |

| Cargo | | | 1,495 | | | | | | 2,171 | | | | | | 2,349 | | |

| Other operating revenue | | | 3,176 | | | | | | 2,752 | | | | | | 2,088 | | |

| Total operating revenue | | | 53,717 | | | | | | 44,955 | | | | | | 24,634 | | |

| Salaries and related costs | | | 14,787 | | | | | | 11,466 | | | | | | 9,566 | | |

| Aircraft fuel | | | 12,651 | | | | | | 13,113 | | | | | | 5,755 | | |

| Landing fees and other rent | | | 3,076 | | | | | | 2,576 | | | | | | 2,416 | | |

| Aircraft maintenance materials and outside repairs | | | 2,736 | | | | | | 2,153 | | | | | | 1,316 | | |

| Depreciation and amortization | | | 2,671 | | | | | | 2,456 | | | | | | 2,485 | | |

| Regional capacity purchase | | | 2,400 | | | | | | 2,299 | | | | | | 2,147 | | |

| Distribution expenses | | | 1,977 | | | | | | 1,535 | | | | | | 677 | | |

| Aircraft rent | | | 197 | | | | | | 252 | | | | | | 228 | | |

| Interest expense | | | (1,956) | | | | | | (1,778) | | | | | | (1,657) | | |

| Interest income | | | 827 | | | | | | 298 | | | | | | 36 | | |

| Interest capitalized | | | 182 | | | | | | 105 | | | | | | 80 | | |

| Unrealized gains (losses) on investments, net | | | 27 | | | | | | 20 | | | | | | (34) | | |

| Miscellaneous, net | | | 96 | | | | | | 8 | | | | | | 40 | | |

| Total nonoperating expense, net | | | (824) | | | | | | (1,347) | | | | | | (1,535) | | |

| Net income (loss) | | | $ | 2,620 | | | | | $ | 739 | | | | | $ | (1,962) | |

| Employee benefit plans | | | (261) | | | | | | 1,145 | | | | | | 199 | | |

| Total other comprehensive income, net of tax | | | (237) | | | | | | 1,117 | | | | | | 197 | | |

| ASSETS | | | 2023 | | | | | | 2022 | | |

| Short-term investments | | | 8,330 | | | | | | 9,248 | | |

| Receivables, less allowance for credit losses (2023—$18; 2022—$11) | | | 1,898 | | | | | | 1,801 | | |

| Aircraft fuel, spare parts and supplies, less obsolescence allowance (2023—$689; 2022—$610) | | | 1,561 | | | | | | 1,109 | | |

| | | | | | | | | |

| *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 $7.5 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. | | |

| | | | Auditing management's assessment of the realizability of its deferred tax assets involved complex auditor judgment because management's judgement involves significant assumptions about the ability to generate future taxable income that may be affected by future market or economic conditions. | | | | | |

| *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. | | |

| | | | Among other audit procedures performed, we tested the Company's scheduling of the reversal of existing temporary taxable differences and tested the underlying data used to schedule the reversals. We evaluated the assumptions used by the Company to develop projections of future taxable income and tested the completeness and accuracy of the underlying data used in its projections. For example, we compared the projections of future taxable income with the actual results of prior periods, as well as management's consideration of current industry and economic trends. | | | | | |

February 16, 2023

| | | | | | | Deferred Tax Assets - Valuation Allowance | | |

| *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. | | |

| Repurchases of common stock | | | — | | | | | | — | | | | | | (353) | | |

| Balance at December 31, 2019 | | | 251.2 | | | | | | $ | 3 | | | | | $ | 6,129 | | | | | $ | (3,599) | | | | | $ | 9,716 | | | | | $ | (718) | | | | | $ | 11,531 | |

| Issuance of common stock | | | 64.6 | | | | | | 1 | | | | | | 2,102 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,103 | | |

| Repurchases of common stock | | | (4.4) | | | | | | — | | | | | | — | | | | | | (342) | | | | | | — | | | | | | — | | | | | | (342) | | |

| Warrants issued | | | — | | | | | | — | | | | | | 97 | | | | | | — | | | | | | — | | | | | | — | | | | | | 97 | | |

| Adoption of new accounting standard (a) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (17) | | | | | | — | | | | | | (17) | | |

(a) Transition adjustment due to the adoption of Accounting Standards Update No. 2016-13, *Financial Instruments*—*Credit Losses*.

| Dividend to UAL | | | — | | | | | | — | | | | | | (353) | | |

| Balance at December 31, 2019 | | | $ | — | | | | | $ | 12,353 | | | | | $ | (718) | | | | | $ | (143) | | | | | $ | 11,492 | |

| Net loss | | | — | | | | | | (7,067) | | | | | | — | | | | | | — | | | | | | (7,067) | | |

| Dividend to UAL | | | (12) | | | | | | (330) | | | | | | — | | | | | | — | | | | | | (342) | | |

| Adoption of new accounting standard (a) | | | — | | | | | | (17) | | | | | | — | | | | | | — | | | | | | (17) | | |

| Impact of UAL common stock issuance | | | — | | | | | | — | | | | | | — | | | | | | 2,103 | | | | | | 2,103 | | |

| Other | | | — | | | | | | — | | | | | | — | | | | | | 83 | | | | | | 83 | | |

The Company's Advance ticket sales liability also includes credits issued to customers for future flights ("FFCs") and electronic travel certificates ("ETCs"), primarily for ticket cancellations, which can be applied towards a purchase of a new ticket.

FFCs and ETCs are valid up to one year from the date of issuance; however, all credits issued on or before December 31, 2022 have been extended to December 31, 2023.

Given the uncertainty of travel demand caused by the COVID-19 pandemic, changes in our estimates of FFCs and ETCs that may expire unused could have a material impact on revenue.

Changes in estimates of breakage are recognized prospectively in proportion to the remaining usage of the related tickets.

| Atlantic (including Africa, India and Middle East destinations) | | | | | | 9,072 | | | | | | 3,414 | | | | | | 2,226 | | |

At the time of travel, the Company records the

We value goodwill and indefinite-lived intangible assets primarily using market and income approach valuation techniques.

assumed discount rates depending on the asset and (5) a tax rate.

The assumptions used for future projections include that demand will continue to recover.

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

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

Under the terms of the Distribution Agreement, UAL may also sell the 2021 ATM Shares to any Manager, as principal for its own account, at a price agreed upon at the time of sale.

If UAL sells the 2021 ATM Shares to a Manager as principal, UAL will enter into a separate terms agreement with such

Manager.

The 2021 Plan is an incentive compensation plan that allows the Company to use different forms of equity incentives to attract, retain and reward officers and employees.

The 2021 Plan replaces the United Continental Holdings, Inc. 2017 Incentive Compensation Plan (the "2017 Plan").

Any awards granted under the 2017 Plan prior to the approval of the 2021 Plan remain in effect pursuant to their terms.

The number of shares of UAL common stock that remained available for issuance under the 2017 Plan as of the effective date of the 2021 Plan are now available for issuance under the 2021 Plan.

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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] which is included herein.

Changes in Internal Control over Financial Reporting during the Quarter Ended December 31, [removed: 2022][added: 2023]

During the three months ended December 31, [removed: 2022,] [added: 2023,] 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.

We have audited United Airlines Holdings, Inc.'s (the "Company") internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] consolidated financial statements and our report dated February [removed: 16, 2023] [added: 29, 2024] expressed an unqualified opinion thereon.

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: 2022.][added: 2023.]

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: 2022.][added: 2023.]

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: 2022.][added: 2023.]

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: 2022.][added: 2023.]

February 29, 2024

February 29, 2024

February 29, 2024

February 16, 2023

[removed: None.][added: (a)None.]

(b)During the three months ended December 31, 2023, no director or "officer" (as defined in Rule 16a-1(f) under the Exchange Act) of the Company or United informed the Company or United of the adoption, modification or termination of a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K under the Exchange Act.

Reference is made to the [removed: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] 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 [removed: of the UAL Board of Directors (the "Audit Committee")] has adopted a policy on pre-approval of services of the Company's independent registered public accounting firm.

The Audit Committee has considered whether the [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] 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 independence and concluded that such services were compatible with maintaining Ernst & Young LLP's independence.