United Airlines Holdings (UAL) 10-K risk factor changes: FY2024 vs FY2023

United Next, the Company's strategic operating plan, includes firm orders of over [removed: 700 narrow] [added: 660 narrow-] and widebody aircraft, retrofitting plans and plans to [added: continue to] increase mainline daily departures and available seats across the Company's North American network.

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 [removed: the expected delay] [added: delays] in [added: aircraft deliveries and the temporary grounding of the Boeing] 737 MAX [removed: 10 aircraft deliveries.][added: 9 aircraft.]

If we do not successfully execute our United Next or other strategic plans, [removed: or] if actual results vary significantly from our [removed: expectations,] [added: expectations or if we otherwise fail to successfully structure] our [added: business to meet market conditions, our] business, operating results, financial condition and market capitalization could be materially and adversely impacted.

As a result of our network strategy changing or our demand expectations not being realized, our preference for the aircraft that we previously ordered may decrease; however, [removed: the Company] [added: we] may be responsible for material liabilities to [removed: its] [added: our] counterparties if [removed: it] [added: we] were to attempt to modify or terminate any of [removed: its] [added: our] existing aircraft order commitments and our financial condition could be adversely impacted.

Additionally, the Company may have a need for additional aircraft that are not available under its existing [added: firm] orders [added: or options] and may seek to acquire aircraft from other sources, such as through lease arrangements, which may result in higher costs or less favorable terms, or through the purchase or lease of used aircraft.

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] [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.

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

The imposition of new tariffs, or any increase in existing tariffs, on the importation of commercial aircraft [added: or commercial aircraft parts] that the Company orders may also result in higher costs.

[removed: Failure] [added: The failure] to effectively manage acquisitions, divestitures, investments, joint ventures and other portfolio actions could adversely impact our operating results.

An important part of the Company's strategy to expand its global network 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 [removed: SAF and] [added: SAF,] manufacturers of electric and other new generation [removed: aircraft.][added: aircraft, and other start-ups developing technologies focused on decarbonizing aviation and its associated energy supply chains.]

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

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

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

Further, any such accident, catastrophe or incident involving the Company, its regional carriers or its codeshare partners could expose the Company to [added: increased regulatory scrutiny and] significant liability.

In addition, any such accident, catastrophe or incident involving the Company, its regional carriers or its codeshare partners could result in operational [removed: restrictions on the Company, including voluntary or mandatory groundings of aircraft.]

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 [added: temporary] grounding of all 79 of the Company's Boeing 737 MAX 9 aircraft, which [removed: has] negatively impacted the Company's financial performance in the first quarter of 2024.

[added: Previously, 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.

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

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

The Company's U.S. operations are subject to competition from traditional network carriers, national point-to-point carriers and discount carriers, including low-cost carriers and ultra-low-cost [removed: carriers] [added: carriers,] that may have lower costs and provide service at lower fares to destinations also served by the Company.

Our ability to compete [added: effectively, particularly] in the domestic [removed: market effectively] [added: market,] depends, in part, on our ability to maintain a competitive cost structure.

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

If we are not able to maintain a competitive and attractive airline business, our ability to acquire, engage and retain customers in the loyalty program may be adversely affected, which could adversely affect the loyalty [removed: program's] [added: programs] and our operating results and financial condition.

For example, due to the [removed: delay of the certification of the 737 MAX 10 aircraft and continued] [added: continuing] supply chain [removed: issues,] [added: issues and continuing production delays,] 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.

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

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

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

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

Furthermore, an increase in price levels generally or in price levels in a particular sector (such as current [removed: 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 [removed: levels, as well as the continuing slow return of business travel demand to pre-COVID-19 levels,] [added: levels] could lead to a material reduction in revenue, changes to the Company's operations and deferrals of capital expenditure and other spending.

For example, failures in certain third-party technology or communications systems [added: have caused, and] may [removed: cause] [added: in the future cause,] flight delays or cancellations.

[removed: The] [added: In addition, the] failure of any of the Company's third-party service providers to perform their service obligations adequately, or other interruptions of services, may reduce the Company's revenues and increase its expenses, prevent the Company from operating its flights and providing other services to its customers or result in adverse publicity or harm to our brand.

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

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

We [added: currently] have sufficient slots or analogous authorizations to operate our existing flights and we have generally, but not always, been able to obtain the rights to expand our operations and to change our schedules, but there can be no assurance that we can maintain existing service or implement new service in a cost-effective manner in the future.

As a global business with operations outside of the United States from which [removed: it derives] [added: we derive] significant operating revenues, volatile conditions in certain international regions may have a negative impact on [removed: the Company's] [added: our] operating results and [removed: its] [added: our] ability to achieve [removed: its] [added: our] business objectives.

For example, the [removed: suspensions] [added: suspension] of the Company's overflying in Russian airspace as a result of the Russia-Ukraine military conflict and [removed: to Tel Aviv] [added: interruptions of our flying] as a result of the [removed: Israeli-Hamas] military conflict [added: in the Middle East] have significantly impacted our financial condition, cash flows and results of operations.

[removed: Any damage] [added: Managing our reputation and brand image is critical] to our [added: business success and if our] reputation or brand image [added: is damaged, it] could adversely affect our business or financial results.

We operate in a public-facing industry and maintaining a good reputation [added: and brand image] is critical to our business.

[removed: and inclusion] [added: The Company's reputation] or [removed: other social] [added: brand image could be adversely impacted by any failure to maintain satisfactory practices for all of our operations] and [added: activities; any failure or perceived failure to achieve and/or make progress toward any publicly-announced safety, community impact, environmental sustainability, human capital management, people impact, responsible sourcing, cybersecurity or] governance [removed: ("ESG")] [added: ("Corporate Citizenship")] goals, which are [removed: aspirational and] [added: aspirational,] subject to risks and uncertainties that are outside of our [removed: control;] [added: control and are not guarantees that we will be able to achieve them, within the anticipated timelines disclosed or at all;] our [removed: stakeholders] [added: stakeholders, including proxy advisory services,] not being satisfied with our [removed: ESG] [added: Corporate Citizenship] goals or [removed: strategy or] [added: strategy, our] efforts to meet such [removed: goals;] [added: goals or our actual or perceived position or lack of position on political,] public [removed: pressure] [added: policy or other sensitive issues; public pressure, which can be varied and conflicting,] from investors or policy groups to change our [added: Corporate Citizenship] policies and [removed: strategies;] [added: strategies or our position on political, public policy or other sensitive issues;] 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; deficiencies in the quantitative data that we disclose in relation to our [removed: ESG] [added: Corporate Citizenship] goals; [removed: or] customer perceptions of statements made by us, our [removed: employees and executives,] [added: employees, executives or] agents or [removed: other third parties.][added: others; or negative or inaccurate publicity, such as posts, articles or comments on social media, on the internet or in the press.]

In addition, to the extent our key aircraft suppliers are affected by tariffs and seek to pass those costs onto us, our costs of acquiring new aircraft or aircraft parts could increase.

For example, in 2024 the FAA conducted a review of the Company's safety and compliance oversight of its operations, though the FAA found no significant safety or compliance issues.

restrictions on the Company, including voluntary or mandatory groundings of aircraft.

the future, and space, facility and infrastructure constraints at our hubs or other airports may prevent the Company from maintaining existing service and/or implementing new service in a commercially viable manner.

Regulators, customers, investors, employees and other stakeholders are focusing more on Corporate Citizenship impacts of operations, diligence processes and related disclosures, which are subject to legislation, regulations, standards and accords for identifying, collecting, measuring and reporting that are developing and sometimes ambiguous, inconsistent or conflicting, could change over time and could result in significant revisions of our goals.

Automated systems and technologies, including AI, may become increasingly important in our operations over time.

The Company may face challenges in implementing, integrating and modifying the automated systems and technologies required to

Similarly, Executive Order 14117 (Preventing Access to Americans' Bulk Sensitive Personal Data and US Government Related Data By Countries of Concern), and its implementing regulations, may limit our ability to share information with China and other "Countries of Concern" and certain service providers.

Furthermore, the loss, disclosure, misappropriation of or access to sensitive Company information, customers', employees' or business partners' information or the Company's

Furthermore, there is rising litigation in the airline industry over the application of state and local employment and labor laws that purport to govern benefits and duties of certain employee groups but are increasingly in conflict with our negotiated collective bargaining agreements.

In May 2024, the U.S. Congress approved a reauthorization for the FAA running through fiscal year 2028.

Among other things, the FAA reauthorization increased the authorized funding level for the FAA and required the hiring of additional air traffic controllers, an effort to address staffing and resource shortages and improve the operation of the ATC system in the U.S. Any new or enhanced requirements resulting from the FAA reauthorization may materially impact our operations and costs.

federal authorities and other applicable foreign government clearances or satisfaction of other applicable regulatory requirements.

being required to do so by January 2028 if a regulatory framework to implement CORSIA within the United States is established.

The achievement of our goals is therefore largely dependent on the significant development of and maturation in the SAF market.

Currently, there is a premium for SAF above the cost of conventional jet fuel and this premium may increase in certain markets in the near future due to SAF blending mandates in Europe, the UK and other parts of the world.

In addition, the demand for cost-competitive SAF within the aviation industry significantly exceeds the current available supply.

While we have been able to increase our current supply of SAF year over year through definitive offtake agreements, we have also entered into certain conditional agreements with start-up companies for future SAF supply.

These conditional SAF purchase agreements for future SAF supply may pertain to production from facilities that are planned but not yet operational and which may utilize technology that has not been proven at commercial scale.

There is no assurance that these facilities will produce SAF at commercial scale or that they will meet expected production timelines and volumes.

The timely and adequate supply of fuel to

The Company may be required to recognize losses in

We cannot guarantee that our share repurchase program will enhance long-term stockholder value.

As part of our capital deployment program, in the fourth quarter of 2024, the Board authorized a share repurchase program.

The Company believes the price of its stock should reflect expectations that the share repurchase program will be fully consummated.

However, the program does not obligate us to purchase any specific dollar amount or to acquire any specific number of shares of UAL common stock or Warrants.

The specific timing and amount of any share or Warrant purchases will depend on the capital needs of the business, the market price of UAL common stock, general market conditions, securities law limitations and other factors.

Our future repurchases of UAL common stock and Warrants, if any, may be limited, suspended or discontinued at any time at our discretion and without prior notice, which could adversely affect our stock price.

We, therefore, cannot guarantee that the share repurchase program will enhance long-term stockholder value.

The failure to successfully structure our business to meet market conditions could have a material adverse effect on our business, operating results and financial condition.

Previously, in

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

collective bargaining agreements.

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

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

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

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

In 2018, the U.S. Congress approved a five-year reauthorization for the FAA, which encompasses a range of policy issues related to aviation tax, airline customer service and aviation safety.

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 instance, the COVID-19 pandemic resulted in increased regulatory burdens in the U.S. and around the globe, which included closure of international borders to flights and/or passengers from specific countries, passenger and crew quarantine requirements and other regulations promulgated to protect public health but that have had and may continue to have a negative impact on travel and airline operations.

In addition, failure to achieve or demonstrate progress towards our climate goals may expose us to liability and reputational harm.

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.

Rising fuel

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

For example, during 2021, the Company recorded $97 million of impairments, which includes impairments resulting from current market conditions for used aircraft that are being held for sale and the decision to retire single-cabin 50-seat regional aircraft as a result of the 2021 United Next order.

press releases, our other public announcements and our filings with the SEC; changes in the competitive landscape for the airline industry, including any changes resulting from industry consolidation whether or not involving our Company; an accident, catastrophe or incident involving an aircraft that the Company operates; mandatory grounding of an aircraft that the Company operates; changes in general conditions in the United States and global economy, financial markets or airline industry, including those resulting from changes in fuel prices or fuel shortages, war, incidents of terrorism, pandemics or responses to such events; our liquidity position; the sale of substantial amounts of our common stock; and the other risks described in these "Risk Factors."

In addition, in recent periods, the stock market has experienced extreme declines and volatility.

This volatility has had a significant negative impact on the market price of securities issued by many companies, including us and other companies in our industry.

This section generally discusses [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] items and year-to-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

Discussions of [removed: 2021] [added: 2022] items and year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] 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: 2022] [added: 2023] filed with the SEC on February [removed: 16, 2023] [added: 29, 2024] (the [removed: "2022] [added: "2023] Annual Report").

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

[removed: We now] [added: As part of our United Next growth plan, we] expect to take delivery of over [removed: 700] [added: 660] new [removed: narrow] [added: narrow-] and widebody aircraft by the end of 2033.

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

- Pre-tax margin: We believe that best-in-class margin performance will [removed: enable us to] provide the cash flow needed to support our planned investments in growth.

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

[added: The economic and market 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 [removed: risks associated with] [added: and effect of] our [added: business strategies, including our] United Next plan, especially relating to [added: our focus on expanding market and product opportunities and] the growth in the scale of our [removed: operations as a result of the plan;] [added: operations;] the impact on the Company of significant operational challenges by third parties on which we rely; [added: aircraft delivery delays;] rising inflationary pressures; labor market and supply chain constraints and related costs affecting us and our partners; volatile fuel prices; [removed: aircraft delivery delays;] increasing maintenance expenses; [removed: high] [added: changes in] 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.

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 [removed: to Tel Aviv] [added: interruptions of our flying] as a result of the [removed: Israeli-Hamas] military [removed: conflict,] [added: conflict in the Middle East,] 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; [removed: and] any legal requirement that would result in a reshaping of the [removed: benefits that we provide to our consumers through the co-branded credit cards issued by our partner.]

| (in millions) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | | | |

| Operating revenue | | | $ | [removed: 53,717] [added: 57,063] | | | | | $ | [removed: 44,955] [added: 53,717] | | | | | $ | [removed: 24,634] [added: 44,955] | | | | | | | |

| Operating expense | | | [removed: 49,506] [added: 51,967] | | | | | | [removed: 42,618] [added: 49,506] | | | | | | [removed: 25,656] [added: 42,618] | | | | | | | | |

| Operating income [removed: (loss)] | | | [removed: 4,211] [added: 5,096] | | | | | | [removed: 2,337] [added: 4,211] | | | | | | [removed: (1,022)] [added: 2,337] | | | | | | | | |

| Nonoperating expense, net | | | [removed: (824)] [added: (928)] | | | | | | [removed: (1,347)] [added: (824)] | | | | | | [removed: (1,535)] [added: (1,347)] | | | | | | | | |

| Income [removed: (loss)] before income taxes | | | [removed: 3,387] [added: 4,168] | | | | | | [removed: 990] [added: 3,387] | | | | | | [removed: (2,557)] [added: 990] | | | | | | | | |

| Income tax expense [removed: (benefit)] | | | [removed: 769] [added: 1,019] | | | | | | [removed: 253] [added: 769] | | | | | | [removed: (593)] [added: 253] | | | | | | | | |

| Net income [removed: (loss)] | | | $ | [removed: 2,618] [added: 3,149] | | | | | $ | [removed: 737] [added: 2,618] | | | | | $ | [removed: (1,964)] [added: 737] | | | | | | | |

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | | | |

| Passengers (thousands) (a) | | | [removed: 164,927] [added: 173,603] | | | | | | [removed: 144,300] [added: 164,927] | | | | | | [removed: 104,082] [added: 144,300] | | | | | | | | |

| Revenue passenger miles ("RPMs") (millions) (b) | | | [removed: 244,435] [added: 258,503] | | | | | | [removed: 206,791] [added: 244,435] | | | | | | [removed: 128,979] [added: 206,791] | | | | | | | | |

| Available seat miles ("ASMs") (millions) (c) | | | [removed: 291,333] [added: 311,185] | | | | | | [removed: 247,858] [added: 291,333] | | | | | | [removed: 178,684] [added: 247,858] | | | | | | | | |

| Cargo revenue ton miles (millions) (d) | | | [removed: 3,159] [added: 3,604] | | | | | | [removed: 3,041] [added: 3,159] | | | | | | [removed: 3,285] [added: 3,041] | | | | | | | | |

| Passenger load factor (e) | | | [removed: 83.9] [added: 83.1] | | % | | | | [removed: 83.4] [added: 83.9] | | % | | | | [removed: 72.2] [added: 83.4] | | % | | | | | | |

| Passenger revenue per available seat mile ("PRASM") (cents) | | | [removed: 16.84] [added: 16.66] | | | | | | [removed: 16.15] [added: 16.84] | | | | | | [removed: 11.30] [added: 16.15] | | | | | | | | |

| Total revenue per available seat mile ("TRASM") (cents) | | | [removed: 18.44] [added: 18.34] | | | | | | [removed: 18.14] [added: 18.44] | | | | | | [removed: 13.79] [added: 18.14] | | | | | | | | |

| Average yield per revenue passenger mile ("Yield") (cents) (f) | | | [removed: 20.07] [added: 20.05] | | | | | | [removed: 19.36] [added: 20.07] | | | | | | [removed: 15.66] [added: 19.36] | | | | | | | | |

| Cost per available seat mile ("CASM") (cents) | | | [removed: 16.99] [added: 16.70] | | | | | | [removed: 17.19] [added: 16.99] | | | | | | [removed: 14.36] [added: 17.19] | | | | | | | | |

| Average stage length (miles) (g) | | | [removed: 1,479] [added: 1,490] | | | | | | [removed: 1,437] [added: 1,479] | | | | | | [removed: 1,315] [added: 1,437] | | | | | | | | |

| Employee headcount, as of December 31 | | | [removed: 103,300] [added: 107,300] | | | | | | [removed: 92,800] [added: 103,300] | | | | | | [removed: 84,100] [added: 92,800] | | | | | | | | |

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | Increase (Decrease) | | | | | | % Change | | |

| Other operating revenue | | | [removed: 3,176] [added: 3,491] | | | | | | [removed: 2,752] [added: 3,176] | | | | | | [removed: 424] [added: 315] | | | | | | [removed: 15.4] [added: 9.9] | | |

| Total operating revenue | | | $ | [removed: 53,717] [added: 57,063] | | | | | $ | [removed: 44,955] [added: 53,717] | | | | | $ | [removed: 8,762] [added: 3,346] | | | | | [removed: 19.5] [added: 6.2] | | |

| | | | | | | Increase (decrease) from [removed: 2022:] [added: 2023:] | | | | | | | | | | | | | | | | | | | | | | | | | | |

Other operating revenue increased [removed: $424] [added: $315] million, or [removed: 15.4%,] [added: 9.9%,] in [removed: 2023] [added: 2024] as compared to [removed: 2022,] [added: 2023,] primarily due to an increase in mileage revenue from non-airline partners, including credit card spending [removed: and new credit card member acquisitions] with [removed: the] [added: our] co-branded credit card partner, JPMorgan Chase Bank, N.A., as well as increases in the purchases of United Club [removed: memberships] [added: memberships, visitor volume] and [added: purchases of] one-time [removed: lounge] [added: United Club] passes [removed: as compared] [added: primarily due] to [removed: the year-ago period.][added: a 5.3% increase in passengers.]

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | Increase (Decrease) | | | | | | % Change (a) | | |

| Salaries and related costs | | | $ | [removed: 14,787] [added: 16,678] | | | | | $ | [removed: 11,466] [added: 14,787] | | | | | $ | [removed: 3,321] [added: 1,891] | | | | | [removed: 29.0] [added: 12.8] | | |

| Landing fees and other rent | | | [removed: 3,076] [added: 3,437] | | | | | | [removed: 2,576] [added: 3,076] | | | | | | [removed: 500] [added: 361] | | | | | | [removed: 19.4] [added: 11.7] | | |

| Aircraft maintenance materials and outside repairs | | | [removed: 2,736] [added: 3,063] | | | | | | [removed: 2,153] [added: 2,736] | | | | | | [removed: 583] [added: 327] | | | | | | [removed: 27.1] [added: 12.0] | | |

| Depreciation and amortization | | | [removed: 2,671] [added: 2,928] | | | | | | [removed: 2,456] [added: 2,671] | | | | | | [removed: 215] [added: 257] | | | | | | [removed: 8.8] [added: 9.6] | | |

| Regional capacity purchase | | | [removed: 2,400] [added: 2,516] | | | | | | [removed: 2,299] [added: 2,400] | | | | | | [removed: 101] [added: 116] | | | | | | [removed: 4.4] [added: 4.8] | | |

We are the largest airline measured by available seat miles in the world, helping to connect around 174 million passengers to more than 360 destinations across six continents.

The Company remains focused on delivering on four strategic pillars, which it believes has helped, and will continue, to differentiate United from the rest of the industry:

- United Next: In 2024 we continued to make progress with our United Next plan to align our network and product with the potential of our hubs while remaining focused on protecting the safety of our employees and customers and providing a superior customer experience.

United Next aims to increase customer choice and win brand-loyal customers by offering a diversity of products ranging from Basic Economy to Polaris and growing our leading global network, which the Company expects will lead to diverse revenue streams for the Company.

The new aircraft that the Company has taken delivery of to date have increased our gauge, scale, and connectivity, as well as improved the Company's fuel efficiency.

Other key highlights of our United Next plan include:

–increasing our employee headcount by more than 30,000 employees since 2020;

–surpassing 300 new and retrofit aircraft featuring our signature interior with bigger bins, seatback screens at every seat and Bluetooth connectivity;

–expanding our leading global network to destinations like Ulaanbaatar, Mongolia; Nuuk, Greenland; Kaohsiung, Taiwan; Palermo, Italy; Bilbao, Spain; Faro, Portugal; Madeira Island, Portugal; Puerto Escondido, Mexico; and Dakar, Senegal;

–launching Kinective MediaSM (the first media network that uses insights from travel behaviors to connect customers to personalized advertising, experiences and offers from leading brands);

–announcing an industry-leading agreement with SpaceX to bring Starlink's Wi-Fi service (the world's fastest, most reliable Wi-Fi in the sky) to the Company's aircraft; and

–making significant technology changes that empower our employees and improve the customer experience.

Risk Factors.

benefits that we provide to our consumers through our loyalty program or the co-branded credit cards issued by our partner; the effect of any potential changes in trade tariffs that we are unable to mitigate; and certain rules and regulations proposed by the DOT that would impose additional costs and operational restrictions on airlines.

| Passenger revenue | | | $ | 51,829 | | | | | $ | 49,046 | | | | | $ | 2,783 | | | | | 5.7 | | |

| Cargo | | | 1,743 | | | | | | 1,495 | | | | | | 248 | | | | | | 16.6 | | |

| Passenger revenue (in millions) | | | | | | $ | 1,315 | | | | | $ | 197 | | | | | $ | 936 | | | | | $ | 335 | | | | | $ | 2,783 | |

| Passenger revenue | | | | | | 4.4 | | % | | | | 1.9 | | % | | | | 20.1 | | % | | | | 7.2 | | % | | | | 5.7 | | % |

| Average fare per passenger | | | | | | 0.1 | | % | | | | 3.9 | | % | | | | (4.3) | | % | | | | (4.8) | | % | | | | 0.4 | | % |

| Yield | | | | | | 0.1 | | % | | | | 5.3 | | % | | | | (4.7) | | % | | | | (4.3) | | % | | | | (0.1) | | % |

| PRASM | | | | | | 0.2 | | % | | | | 4.4 | | % | | | | (8.4) | | % | | | | (5.6) | | % | | | | (1.1) | | % |

| Passengers | | | | | | 4.4 | | % | | | | (1.9) | | % | | | | 25.5 | | % | | | | 12.6 | | % | | | | 5.3 | | % |

| RPMs | | | | | | 4.3 | | % | | | | (3.2) | | % | | | | 26.0 | | % | | | | 12.0 | | % | | | | 5.8 | | % |

| ASMs | | | | | | 4.3 | | % | | | | (2.3) | | % | | | | 31.1 | | % | | | | 13.5 | | % | | | | 6.8 | | % |

| Passenger load factor (points) | | | | | | — | | | | | | (0.7) | | | | | | (3.1) | | | | | | (1.2) | | | | | | (0.8) | | |

Passenger revenue increased $2.8 billion, or 5.7%, in 2024 as compared to 2023, primarily due to a 6.8% increase in capacity as well as a 5.3% increase in passengers.

Cargo revenue increased $248 million, or 16.6%, in 2024 as compared to 2023, primarily due to higher tonnage, partially offset by lower yields.

| Aircraft fuel | | | 11,756 | | | | | | 12,651 | | | | | | (895) | | | | | | (7.1) | | |

| Distribution expenses | | | 2,231 | | | | | | 1,977 | | | | | | 254 | | | | | | 12.8 | | |

Salaries and related costs increased $1.9 billion, or 12.8%, in 2024 as compared to 2023, primarily due to annual wage rate increases across certain employee groups and a nearly 4% increase in headcount largely due to increased flight activity.

Depreciation and amortization expense increased $257 million, or 9.6%, in 2024 as compared to 2023, primarily due to the induction of new aircraft and related spare parts, as well as certain aircraft improvements.

Regional capacity purchase costs increased $116 million, or 4.8%, in 2024 as compared to 2023, primarily due to an 8% increase in regional capacity as well as increases in contractual rates.

| | | | 2024 | | | | | | 2023 | | |

| | | | 2024 | | | | | | 2023 | | | | | | Increase (Decrease) | | | | | | % Change | | |

| Interest expense | | | $ | (1,629) | | | | | $ | (1,956) | | | | | $ | (327) | | | | | (16.7) | | |

| Interest income | | | 726 | | | | | | 827 | | | | | | (101) | | | | | | (12.2) | | |

Interest expense decreased $327 million, or 16.7%, in 2024 as compared to 2023, primarily due to lower debt balances as a result of various debt prepayments and scheduled amortization combined with lower interest rates on refinanced debt.

Interest income decreased $101 million, or 12.2%, in 2024 as compared to 2023, primarily due to lower balances in our short-term investment portfolio, which were partially offset by higher interest rates.

Interest capitalized increased $45 million in 2024 as compared to 2023, primarily due to an increase in accumulated spend on capital projects.

See Notes 10 and 13 to the financial statements included in Part II, Item 8 of this report for additional information on the debt prepayments and refinancing.

disclosures and any significant differences between the operations and results of UAL and United are separately disclosed and explained.

Risk Factors, of this Form 10-K.

Our United Next plan is our fundamental strategic evolution for driving future growth that we believe will have a transformational effect on the customer experience and earnings power of our business.

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.

Our groundbreaking United Next strategy is expected to increase United's average gauge in North America, to increase the total number of available seats per departure and to significantly lower carbon emissions per seat.

United is in the process of 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 Wi-Fi, as well as a bright look-and-feel with LED lighting.

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

The Company plans to replace older, smaller mainline jets and at least 200 single-class regional jets with larger aircraft, which we expect will lead to fuel efficiency benefits compared to older planes, including an expected 17-25% lower carbon emissions per seat compared to older planes.

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

The Company will be squarely focused on delivering on four strategic pillars:

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

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

| 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.

Cargo revenue decreased $676 million, or 31.1%, in 2023 as compared to 2022, primarily due to lower yields as a result of increased market capacity and rate pressures.

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

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

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.

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

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

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

| Fuel expense | | | | | | $ | 12,651 | | | | | $ | 13,113 | | | | | (3.5) | | |

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.

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

| Interest expense | | | $ | (1,956) | | | | | $ | (1,778) | | | | | $ | 178 | | | | | 10.0 | | |

| Interest income | | | 827 | | | | | | 298 | | | | | | 529 | | | | | | NM | | |

Interest expense increased $178 million, or 10.0%, in 2023 as compared to 2022, primarily due to higher interest rates on variable rate debt and new debt issuances in the current period, partially offset by reduced interest expense on the prepayment of $1.0 billion of the outstanding principal amount under a 2021 term loan facility in the second quarter of 2023.

The following table summarizes information related to the Company's interest rate market risk at December 31, [removed: 2023] [added: 2024] (in millions):

| Carrying value of variable rate debt | | | $ | [removed: 11,184] [added: 8,420] | | | | | | | |

| Impact of 100 basis point increase on projected interest expense for the following year | | | [removed: 77] [added: 64] | | | | | | | | |

| Carrying value of fixed rate debt | | | [removed: 17,891] [added: 16,233] | | | | | | | | |

| Fair value of fixed rate debt | | | [removed: 17,276] [added: 15,930] | | | | | | | | |

| Impact of 100 basis point increase in market rates on fair value | | | [removed: (406)] [added: (449)] | | | | | | | | |

Assuming our cash, cash equivalents and short-term investments remain at their average [removed: 2023] [added: 2024] levels, a 100 basis point increase in interest rates would result in a corresponding increase in the Company's interest income of approximately [removed: $171] [added: $144] million during [removed: 2024.][added: 2025.]

A one-dollar change in the price of a barrel of aircraft fuel would change the Company's [removed: 2024] [added: 2025] projected fuel expense by approximately [removed: $100] [added: $112] million.

The result of a uniform 1% strengthening in the value of the U.S. dollar from December 31, [removed: 2023] [added: 2024] 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: $16] [added: $14] million for the year ending December 31, [removed: 2024.][added: 2025.]

This sensitivity analysis was prepared based upon projected [removed: 2024] [added: 2025] foreign currency-denominated revenues and expenses as of December 31, [removed: 2023.][added: 2024.]

The Company has $8.5 billion in variable rate debt which includes increased cost provisions due to any reduced returns with respect to the loans due to any change in capital requirements or increased costs that the lenders incur in carrying these loans as a result of any change in law and $5.3 billion of these loans, from non-U.S. entities, could be affected by changes in tax laws.

[removed: We now expect to] take delivery of over [removed: 700] [added: 660] new [removed: narrow] [added: narrow-] and widebody aircraft by the end of 2033.

Regional. The Company's business and operations are dependent on its regional flight network, with regional capacity accounting for approximately 6% of the Company's total capacity for the year ended December 31, [removed: 2023.][added: 2024.]

In [removed: 2023,] [added: 2024,] Star Alliance carriers continued to serve more than 1,200 airports in [removed: 186] [added: 195] countries [added: and territories] with over [removed: 16,000] [added: 17,000] 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 [removed: S.A.] (Avianca), Brussels Airlines, Copa Airlines, Croatia Airlines, EGYPTAIR, Ethiopian Airlines, EVA Air, LOT Polish Airlines, Lufthansa, [removed: 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, [removed: during 2023,] Star Alliance [removed: included] [added: includes] Shanghai-based Juneyao Airlines [removed: and Thailand-based Thai Smile Airways, a subsidiary of THAI Airways International,] as [added: a] connecting [removed: partners] [added: partner] 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 alliance agreements with other air carriers, including Aer Lingus, Air Dolomiti, Airlink, Azul Linhas Aéreas Brasileiras, [removed: Boutique Air,] Cape Air, Discover Airlines, Emirates, Eurowings, flydubai, Hawaiian Airlines, JetSuiteX, Olympic Air, Silver [removed: Airways,] [added: Airways and] Virgin Australia [removed: Airlines and Vistara.][added: Airlines.]

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

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

[removed: These] [added: This] cargo [removed: JBAs offer] [added: JBA offers] expanded and more seamless access to cargo space across the carriers' respective combined networks.

In [removed: 2023,] [added: 2024,] approximately [removed: 7.4] [added: 9.2] million MileagePlus flight awards were used on United and United Express.

These awards represented approximately [removed: 8.1%] [added: 9%] of United's total revenue passenger miles.

Total miles redeemed for flights on United and United Express, including class-of-service upgrades, represented approximately [removed: 92%] [added: 93%] of the total miles redeemed.

In addition, excluding miles redeemed for flights on United and United Express, MileagePlus members redeemed miles for approximately [removed: 2.4] [added: 3.7] million other awards.

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

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

[removed: We generate air cargo] [added: The Company generates Air Cargo] revenues in domestic and international markets through the use of cargo [removed: space] [added: capacity] on regularly scheduled passenger flights, [removed: as well as through] interline and [added: charter flights, and] ground trucking arrangements.

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

The Company routinely enters into purchase contracts based on expected fuel requirements for UAL aircraft (including regional [removed: partners] [added: carriers] operating under CPAs) that are generally indexed to various market price benchmarks for aircraft fuel.

The price of aircraft fuel used by our operations has fluctuated substantially in the past [removed: several years.]

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 [added: connection at another airport.]

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

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

We set forth below three of our [removed: Environmental, Social and Governance] [added: corporate citizenship] focus areas.

Our [removed: improved] [added: continuously evolving] SMS allows us to proactively identify hazards and mitigate risks to help ensure the safety of our customers and our employees as we grow.

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

At the end of 2020, the Company pledged a net zero goal to reduce its greenhouse gas ("GHG") emissions by 100% by 2050 without relying on the use of [removed: voluntary] [added: voluntary, traditional] carbon [removed: offsets.][added: offsets1.]

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

[removed: Its] [added: The Company's sustainability] strategy [removed: to achieve its climate goals] is centered around four key pathways, each of which is described in further detail below: (i) emitting less GHGs; (ii) adopting more sustainable alternatives to conventional jet fuel; (iii) 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 commercializing [removed: technology solutions designed to address climate change.][added: relevant technology.]

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

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

[removed: The] [added: In addition, the] Company, through the aerospace-focused investment [removed: vertical,] [added: vertical] of its corporate venture capital arm, United Airlines Ventures, Ltd. ("UAV"), [removed: also] has been collaborating with, as well as investing in, early-stage [removed: climate] technology companies that focus on lower carbon alternative propulsion technologies.

- *Adopting More Sustainable Alternatives to Conventional Jet Fuel*: We believe that large-scale adoption of [removed: sustainable aviation fuel ("SAF")] [added: SAF] in our operations is critical to [added: helping mitigate our exposure to volatile fuel prices and] achieving our [removed: net zero GHG target.][added: climate goals.]

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 [removed: without] [added: with few to no additional] alterations required.

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

As a result, [removed: as of December 31, 2023,] [added: in 2024,] the total volume of SAF [removed: the Company] used in [removed: its] [added: the Company's] operations remained less than [removed: 0.1%] [added: 0.3%] of its total aviation fuel usage.

These challenges with present-day SAF have informed the Company's strategy of investing in [removed: SAF producers and] technology to help scale the SAF market and unlock future supply for the Company.

◦In 2023 the Company launched, through UAV, the United Airlines Ventures Sustainable Flight Fund (the "Fund") to support start-ups [added: developing technologies] focused on [removed: accelerating the research, production] [added: decarbonizing aviation] and [added: its associated energy supply chains, including through research and production, and] technologies associated with SAF.

[added: - *Improving Our Operations Beyond Our Flights:*] The Company is focused on [removed: 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.

[added: For example,] United continues to progress its strategic electrification of ground service equipment ("GSE") across its hubs and stations.

As of the end of [removed: 2023,] [added: 2024,] over [removed: 4,650] [added: 5,070] units of the Company's GSE around the world are electric, representing approximately [removed: 35%] [added: 38%] of its GSE fleet.

United Next. In 2024 the Company continued to make progress with its United Next plan to align its network and product with the potential of its hubs while remaining focused on protecting the safety of its employees and customers and providing a superior customer experience.

United Next aims to increase customer choice and win brand-loyal customers by offering a diversity of products ranging from Basic Economy to Polaris and growing our leading global network, which the Company believes will lead to diverse revenue streams for the Company.

As part of its United Next growth plan, the Company expects to

The new aircraft that the Company has taken delivery of to date have increased the Company's gauge, scale and connectivity as well as improved the Company's fuel efficiency.

Other key highlights of its United Next plan include:

- increasing our employee headcount by more than 30,000 employees since 2020;

- surpassing 300 new and retrofit aircraft featuring United's signature interior with bigger bins, seatback screens at every seat and Bluetooth connectivity;

- expanding the Company's leading global network to destinations like Ulaanbaatar, Mongolia; Nuuk, Greenland; Kaohsiung, Taiwan; Palermo, Italy; Bilbao, Spain; Faro, Portugal; Madeira Island, Portugal; Puerto Escondido, Mexico; and Dakar, Senegal;

- launching Kinective MediaSM (the first media network that uses insights from travel behaviors to connect customers to personalized advertising, experiences and offers from leading brands);

- announcing an industry-leading agreement with SpaceX to bring Starlink's Wi-Fi service (the world's fastest, most reliable Wi-Fi in the sky) to our aircraft; and

- making significant technology changes that empower the Company's employees and improve the customer experience.

These passenger JBAs enable the participating carriers to integrate the services they

| 2024 | | | | | | 4,444 | | | | | | $ | 11,756 | | | | | $ | 2.65 | | | | | 23 | | % | | | | | | |

several years.

Our Approach to Corporate Citizenship and Value Creation

The Company believes that it is critical to continue to serve its purpose of connecting people and uniting the world and is focused on finding actionable solutions that reduce the environmental impact of its operations and manage operational costs in its energy supply while also achieving its financial goals and creating long-term value for its stockholders.

This intensity target is intended to align to the Company's net zero goal.

The Company believes that innovative technologies can assist the Company with achieving its climate goals, enhance the customer experience and improve its operations.

Our second largest operating expense, conventional jet fuel, is subject to volatile global prices.

Reducing our fuel consumption while diversifying our fuel supply with sustainable aviation fuel ("SAF") can enhance our resiliency in the face of conventional jet fuel price spikes.

1 Traditional carbon offsets refer to carbon credits generated through the avoidance and/or reduction of CO2 emissions that would have otherwise occurred outside a company's value chain.

Traditional carbon offsets do not include certificates conveying the attributes of renewable energy or sustainable aviation fuel, or credits related to the removal of CO2 from the atmosphere.

The Company is working with strategic partners to scale, employ and commercialize the use of SAF.

◦In 2024, the Company became the first airline to purchase SAF for use at ORD, signing agreements with two suppliers.

The Company was the first airline to use this credit for purchases in 2024.

◦The Company is a founding member of the nonprofit, non-partisan SAF Coalition.

Formed in 2024, the SAF Coalition is an organization looking to bring together all stakeholders of the aviation fuel value chain to advocate for federal policies that support and increase domestic SAF production.

systematically executed throughout the Company; and (iii) broaden and strengthen our talent channels and pipelines so that we can cultivate the next generation of talent that will lead our company into the future.

Our executives and senior leaders are engaged in succession planning by regularly evaluating, developing and mentoring our talent.

In addition, the

Regulatory requirements, including but not limited

Among other things, the FAA reauthorization increased the authorized funding level for the FAA and required the hiring of additional air traffic controllers, an effort to address staffing and resource shortages and improve the operation of the ATC system in the U.S.

In February 2024, the same standards were finalized by the FAA, mandating improved fuel-efficient technologies for airplanes manufactured after January 1, 2028.

At the state level, the regulatory approach taken so far has largely been focused on incentivizing the production and use of SAF.

Various states, including California, Washington, and Oregon, have developed low carbon fuel standards that incentivize the use of SAF, while Illinois, Minnesota and Washington have adopted SAF-specific tax credits.

Several countries are considering or finalizing climate-related legislation that impacts aviation.

A number of SAF mandates have recently been finalized in foreign jurisdictions that we expect will increase the Company's operating costs by causing aviation fuel suppliers to increase their prices.

In some limited cases, the mandates will require the Company to comply with reporting obligations.

In 2023, the EU finalized its ReFuelEU regulation which requires fuel suppliers in EU states to supply

certain minimum percentages of SAF in the aviation fuel they provide to aircraft operators at covered EU airports, beginning with 2% in 2025 and eventually rising to 70% by 2050.

United Next. Our United Next plan is our fundamental strategic evolution for driving future growth that we believe will have a transformational effect on the customer experience and earnings power of our business.

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.

Our groundbreaking United Next strategy is expected to increase United's average gauge in North America, to increase the total number of available seats per departure and to significantly lower carbon emissions per seat.

United is in the process of 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 Wi-Fi, as well as a bright look-and-feel with LED lighting.

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

The Company plans to replace older, smaller mainline jets and at least 200 single-class regional jets with larger aircraft, which we expect will lead to fuel efficiency benefits compared to older planes, including an expected 17-25% lower carbon emissions per seat compared to older planes.

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

| 2021 | | | | | | 2,729 | | | | | | $ | 5,755 | | | | | $ | 2.11 | | | | | 22 | | % | | | | | | |

connection at another airport.

Environmental, Social and Governance Approach

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

The Company is continuously looking for new ways to reduce its environmental impact in the air, on the ground and at its facilities, which benefits its employees, customers and stockholders.

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

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.

The Company believes that not relying on voluntary carbon offsets 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 voluntary carbon offset programs that do not effectuate real progress within aviation operations.

This 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.

This 2035 target received independent validation from the Science Based Targets initiative (SBTi) in May 2023.

The Company is committed to redefining the future of air travel with environmental sustainability 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 employees, stockholders, customers and other stakeholders.

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

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

SAF 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 safety, reducing sulfur dioxide (SO2) and soot particle emissions as well as providing energy diversification.

Additionally, the Company made aviation history by operating the first passenger flight using 100% SAF in one engine from Chicago to Washington, D.C.

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.

Electrifying its fleet is integral to the Company achieving its long-term sustainability goals and the Company is committed to strategically addressing the GHG emissions from our ground operations.

In early 2023, United took delivery of two Goldhofer AST-E Phoenix electric towbarless tractors for use at LAX.

The Company was the first airline in North America to own and operate such equipment.

- *Collaborating with Partners*: The Company recognizes it cannot achieve its climate targets alone.

all of which are key to advancing the Company's climate goals.

◦The Company has historically supported the adoption of more aggressive industry targets and worked with both Airlines for America ("A4A") and the International Air Transport Association to drive adoption of industry-wide net-zero emissions targets by 2050 for domestic and international carriers, respectively.

In addition, the Company worked with other airlines, low-carbon fuel producers and other stakeholders from across the SAF value chain to support the Biden Administration's SAF Grand Challenge to collectively make 3 billion gallons of SAF available domestically by 2030.

◦The Company is a founding member of the Biden Administration's First Movers Coalition, a collective of leading companies committing to purchase low-carbon technologies in hard-to-abate sectors.

As part of its membership, the Company has committed to using emerging technologies with significant emissions reductions by 2030 and has also set a target of replacing at least 5% of conventional jet fuel demand with SAF that reduces lifecycle GHG emissions by 85% or more compared with conventional jet fuel by 2030.

| Net GHG emissions | | | | | | 30,400,715 | | | | | | 21,370,485 | | |

| Metric tons CO2e/1,000 mainline and regional ASMs (h) | | | | | | 176 | | | | | | 151 | | |

As of December 31, 2023, of our U.S. employees, approximately 39% were female and approximately 50% self-identified as part of an underrepresented racial or ethnic group.

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

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

ordinary course of business and that have not been fully resolved.

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

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[removed: ][added: ]

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

| | | | 001-06033 | | | | | | United Airlines Holdings, Inc. | | | | | | [added: 233 South Wacker Drive,] | | | | | | | | | | | | [added: (872) | | | 825-4000 | | | | | |] Delaware | | | | | | 36-2675207 | | | | | | | | |

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

| | | | 001-10323 | | | | | | United Airlines, Inc. | | | | | | [added: 233 South Wacker Drive,] | | | | | | | | | | | | [added: (872) | | | 825-4000 | | | | | |] Delaware | | | | | | 74-2099724 | | | | | | | | |

The aggregate market value of common stock held by non-affiliates of United Airlines Holdings, Inc. was [removed: $17.9] [added: $15.9] billion as of June [removed: 30, 2023] [added: 28, 2024] based on the closing sale price of [removed: $54.87] [added: $48.66] on that date.

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of February [removed: 22, 2024.][added: 24, 2025.]

| United Airlines Holdings, Inc. | | | | | | [removed: 328,025,881] [added: 327,339,564] | | | 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: 2024] [added: 2025] Annual Meeting of Stockholders.

For the Year Ended December 31, [removed: 2023][added: 2024]

| Item 1. | | | | | | [removed: [Business](#iec4913b5ae8045fea7e4f770ad75fe31_13)] [added: [Business](#iafb0f4a3798e4b22a55b9fa82e332119_13)] | | | [removed: [3](#iec4913b5ae8045fea7e4f770ad75fe31_13)] [added: [3](#iafb0f4a3798e4b22a55b9fa82e332119_13)] | | |

| | | | | | | [Information about Our Executive [removed: Officers](#iec4913b5ae8045fea7e4f770ad75fe31_16)] [added: Officers](#iafb0f4a3798e4b22a55b9fa82e332119_16)] | | | [removed: [17](#iec4913b5ae8045fea7e4f770ad75fe31_16)] [added: [15](#iafb0f4a3798e4b22a55b9fa82e332119_16)] | | |

| Item 1A. | | | | | | [Risk [removed: Factors](#iec4913b5ae8045fea7e4f770ad75fe31_19)] [added: Factors](#iafb0f4a3798e4b22a55b9fa82e332119_19)] | | | [removed: [19](#iec4913b5ae8045fea7e4f770ad75fe31_19)] [added: [17](#iafb0f4a3798e4b22a55b9fa82e332119_19)] | | |

| Item 1B. | | | | | | [Unresolved Staff [removed: Comments](#iec4913b5ae8045fea7e4f770ad75fe31_22)] [added: Comments](#iafb0f4a3798e4b22a55b9fa82e332119_22)] | | | [removed: [33](#iec4913b5ae8045fea7e4f770ad75fe31_22)] [added: [31](#iafb0f4a3798e4b22a55b9fa82e332119_22)] | | |

| Item 1C. | | | | | | [removed: [Cybersecurity](#iec4913b5ae8045fea7e4f770ad75fe31_1680)] [added: [Cybersecurity](#iafb0f4a3798e4b22a55b9fa82e332119_25)] | | | [removed: [33](#iec4913b5ae8045fea7e4f770ad75fe31_1680)] [added: [32](#iafb0f4a3798e4b22a55b9fa82e332119_25)] | | |

| Item 2. | | | | | | [removed: [Properties](#iec4913b5ae8045fea7e4f770ad75fe31_25)] [added: [Properties](#iafb0f4a3798e4b22a55b9fa82e332119_28)] | | | [removed: [35](#iec4913b5ae8045fea7e4f770ad75fe31_25)] [added: [33](#iafb0f4a3798e4b22a55b9fa82e332119_28)] | | |

| Item 3. | | | | | | [Legal [removed: Proceedings](#iec4913b5ae8045fea7e4f770ad75fe31_28)] [added: Proceedings](#iafb0f4a3798e4b22a55b9fa82e332119_31)] | | | [removed: [36](#iec4913b5ae8045fea7e4f770ad75fe31_28)] [added: [34](#iafb0f4a3798e4b22a55b9fa82e332119_31)] | | |

| Item 4. | | | | | | [Mine Safety [removed: Disclosures](#iec4913b5ae8045fea7e4f770ad75fe31_31)] [added: Disclosures](#iafb0f4a3798e4b22a55b9fa82e332119_34)] | | | [removed: [37](#iec4913b5ae8045fea7e4f770ad75fe31_31)] [added: [35](#iafb0f4a3798e4b22a55b9fa82e332119_34)] | | |

| Item 5. | | | | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#iec4913b5ae8045fea7e4f770ad75fe31_37)] [added: Securities](#iafb0f4a3798e4b22a55b9fa82e332119_40)] | | | [removed: [37](#iec4913b5ae8045fea7e4f770ad75fe31_37)] [added: [35](#iafb0f4a3798e4b22a55b9fa82e332119_40)] | | |

| Item 6. | | | | | | [removed: [\[Reserved\]](#iec4913b5ae8045fea7e4f770ad75fe31_40)] [added: [\[Reserved\]](#iafb0f4a3798e4b22a55b9fa82e332119_43)] | | | [removed: [38](#iec4913b5ae8045fea7e4f770ad75fe31_40)] [added: [37](#iafb0f4a3798e4b22a55b9fa82e332119_43)] | | |

| Item 7. | | | | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#iec4913b5ae8045fea7e4f770ad75fe31_43)] [added: Operations](#iafb0f4a3798e4b22a55b9fa82e332119_46)] | | | [removed: [38](#iec4913b5ae8045fea7e4f770ad75fe31_43)] [added: [37](#iafb0f4a3798e4b22a55b9fa82e332119_46)] | | |

| Item 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#iec4913b5ae8045fea7e4f770ad75fe31_61)] [added: Risk](#iafb0f4a3798e4b22a55b9fa82e332119_64)] | | | [removed: [50](#iec4913b5ae8045fea7e4f770ad75fe31_61)] [added: [48](#iafb0f4a3798e4b22a55b9fa82e332119_64)] | | |

| Item 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#iec4913b5ae8045fea7e4f770ad75fe31_64)] [added: Data](#iafb0f4a3798e4b22a55b9fa82e332119_1691)] | | | [removed: [51](#iec4913b5ae8045fea7e4f770ad75fe31_64)] [added: [49](#iafb0f4a3798e4b22a55b9fa82e332119_1691)] | | |

| | | | | | | [Combined Notes to Consolidated Financial [removed: Statements](#iec4913b5ae8045fea7e4f770ad75fe31_106)] [added: Statements](#iafb0f4a3798e4b22a55b9fa82e332119_109)] | | | [removed: [67](#iec4913b5ae8045fea7e4f770ad75fe31_106)] [added: [64](#iafb0f4a3798e4b22a55b9fa82e332119_109)] | | |

| Item 9. | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#iec4913b5ae8045fea7e4f770ad75fe31_166)] [added: Disclosure](#iafb0f4a3798e4b22a55b9fa82e332119_169)] | | | [removed: [99](#iec4913b5ae8045fea7e4f770ad75fe31_166)] [added: [90](#iafb0f4a3798e4b22a55b9fa82e332119_169)] | | |

| Item 9A. | | | | | | [Controls and [removed: Procedures](#iec4913b5ae8045fea7e4f770ad75fe31_169)] [added: Procedures](#iafb0f4a3798e4b22a55b9fa82e332119_172)] | | | [removed: [99](#iec4913b5ae8045fea7e4f770ad75fe31_169)] [added: [90](#iafb0f4a3798e4b22a55b9fa82e332119_172)] | | |

| Item 9B. | | | | | | [Other [removed: Information](#iec4913b5ae8045fea7e4f770ad75fe31_172)] [added: Information](#iafb0f4a3798e4b22a55b9fa82e332119_175)] | | | [removed: [102](#iec4913b5ae8045fea7e4f770ad75fe31_172)] [added: [93](#iafb0f4a3798e4b22a55b9fa82e332119_175)] | | |

| Item 9C. | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#iec4913b5ae8045fea7e4f770ad75fe31_175)] [added: Inspections](#iafb0f4a3798e4b22a55b9fa82e332119_178)] | | | [removed: [102](#iec4913b5ae8045fea7e4f770ad75fe31_175)] [added: [93](#iafb0f4a3798e4b22a55b9fa82e332119_178)] | | |

| Item 10. | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#iec4913b5ae8045fea7e4f770ad75fe31_181)] [added: Governance](#iafb0f4a3798e4b22a55b9fa82e332119_184)] | | | [removed: [102](#iec4913b5ae8045fea7e4f770ad75fe31_181)] [added: [93](#iafb0f4a3798e4b22a55b9fa82e332119_184)] | | |

| Item 11. | | | | | | [Executive [removed: Compensation](#iec4913b5ae8045fea7e4f770ad75fe31_184)] [added: Compensation](#iafb0f4a3798e4b22a55b9fa82e332119_187)] | | | [removed: [102](#iec4913b5ae8045fea7e4f770ad75fe31_184)] [added: [93](#iafb0f4a3798e4b22a55b9fa82e332119_187)] | | |

| Item 12. | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#iec4913b5ae8045fea7e4f770ad75fe31_187)] [added: Matters](#iafb0f4a3798e4b22a55b9fa82e332119_190)] | | | [removed: [102](#iec4913b5ae8045fea7e4f770ad75fe31_187)] [added: [93](#iafb0f4a3798e4b22a55b9fa82e332119_190)] | | |

| Item 13. | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#iec4913b5ae8045fea7e4f770ad75fe31_190)] [added: Independence](#iafb0f4a3798e4b22a55b9fa82e332119_193)] | | | [removed: [102](#iec4913b5ae8045fea7e4f770ad75fe31_190)] [added: [94](#iafb0f4a3798e4b22a55b9fa82e332119_193)] | | |

| Item 14. | | | | | | [Principal Accountant Fees and [removed: Services](#iec4913b5ae8045fea7e4f770ad75fe31_193)] [added: Services](#iafb0f4a3798e4b22a55b9fa82e332119_196)] | | | [removed: [103](#iec4913b5ae8045fea7e4f770ad75fe31_193)] [added: [94](#iafb0f4a3798e4b22a55b9fa82e332119_196)] | | |

| Item 15. | | | | | | [Exhibits and Financial Statement [removed: Schedules](#iec4913b5ae8045fea7e4f770ad75fe31_199)] [added: Schedules](#iafb0f4a3798e4b22a55b9fa82e332119_202)] | | | [removed: [104](#iec4913b5ae8045fea7e4f770ad75fe31_199)] [added: [95](#iafb0f4a3798e4b22a55b9fa82e332119_202)] | | |

| Item 16. | | | | | | [Form 10-K [removed: Summary](#iec4913b5ae8045fea7e4f770ad75fe31_202)] [added: Summary](#iafb0f4a3798e4b22a55b9fa82e332119_205)] | | | [removed: [104](#iec4913b5ae8045fea7e4f770ad75fe31_202)] [added: [95](#iafb0f4a3798e4b22a55b9fa82e332119_205)] | | |

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

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| | | | | | | | | | | | | | | | Chicago, | | | Illinois | | | 60606 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| | | | | | | | | | (872) | | | 825-4000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

On a regular basis, the Audit Committee [removed: receives] [added: reviews] 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 [removed: or] [added: and] the [removed: Company,] [added: Company;] results of independent third-party assessments of the Company's cybersecurity [removed: program,] [added: program;] key metrics, capabilities, resourcing and strategy regarding the Company's cybersecurity [removed: program] [added: program;] and updates related to cybersecurity regulatory developments.

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

She [removed: serves] [added: has served] 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, [removed: has served, and continues to serve, as Chair] [added: is currently a member] of the Cybersecurity Council at Airlines for [removed: America, and] [added: America (and] has served as [removed: Chair] [added: Chair)] and is currently a member of the board of directors of the Aviation Information Sharing [added: and Analysis Center (A-ISAC).]

The CDR organization includes teams focusing on [removed: Cyber Defense, Identity] [added: cyber defense, identity] & [removed: Digital Trust, and Secure Product Solutions] [added: digital trust, secure product solutions] & [removed: Aircraft Cybersecurity Operations.][added: aircraft cybersecurity operations.]

The teams include individuals with a [removed: broad array] [added: variety] of cybersecurity expertise, including [removed: experience] [added: expertise] in [removed: offensive cybersecurity;] [added: penetration testing;] application cybersecurity; product cybersecurity; cloud cybersecurity; infrastructure cybersecurity; cybersecurity [removed: systems;] engineering and architecture; [removed: 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 [added: across] the [removed: Safety, Legal, Government Affairs, Operations, Aviation Security, Finance, Communications] [added: functions of the Company's safety, legal, government affairs, operations, aviation security, finance, communications] and [removed: Digital Technology functions,] [added: digital technology] as well as others [removed: as needed,] [added: when appropriate,] support [removed: the] CDR and contribute to the management of cybersecurity and digital risk by attending regular cybersecurity risk reviews and participating in cybersecurity [removed: drills.][added: exercises.]

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 [removed: Technology (NIST).][added: Technology.]

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

The Company participates in various [removed: information sharing] [added: information-sharing] organizations to timely share and receive threat information, thereby improving the collective defense of the [removed: aviation] [added: aviation, retail] and [added: hospitality and] other critical infrastructure sectors.

Additionally, [removed: regular] assessments of the Company's cybersecurity program are [added: periodically] 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 [removed: "*Increasing] [added: "Increasing] privacy, data security and cybersecurity obligations or a significant data breach may adversely affect the Company's [removed: business*"] [added: business"] included as part of [removed: our] [added: the] risk factor disclosures in Part I, Item 1A.

To manage these risks, the Company [removed: has integrated] [added: considers the impact of] third-party incidents [removed: into] [added: as part of] its cybersecurity incident response processes.

The Company also conducts evaluations [removed: and assessments] of key suppliers based on risk and seeks to incorporate appropriate [removed: measures] [added: security standards] to manage the risk.

The Company also regularly monitors the external cybersecurity posture of [removed: thousands of] [added: select] third parties through various service providers.

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

[removed: Because] [added: However, 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 [added: the occurrence of] 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, [removed: mitigate,] [added: mitigate] and recover from the incident as applicable.

[removed: As] [added: When] appropriate, [added: during the incident response process, the CISO, CDR leadership and the Company's Chief Legal Officer may be informed and consulted and if deemed necessary,] incidents [removed: are] [added: may be] escalated for review by the Senior Leader Crisis [removed: Team (the "SLCT"),] [added: Team,] which consists of cross-functional leaders of the Company.

[removed: A] [added: The Company maintains a process in which a] subgroup of the Company's Disclosure Council [removed: assesses the information reviewed by the SLCT and makes] [added: would make] a recommendation regarding the [removed: cybersecurity incident's] materiality [added: of a cybersecurity incident] 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 [added: cybersecurity initiatives.]

For more information about the cybersecurity-related risks that the Company faces, see the risks detailed under the headings "The Company relies heavily on technology and automated systems to operate its business and any significant failure or disruption of, or failure to effectively integrate and implement, these technologies or systems could materially harm its [removed: business"] [added: business or business strategy"] and "Increasing [removed: privacy and] [added: privacy,] data security [added: 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.

and Analysis Center (A-ISAC).

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.

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

cybersecurity initiatives.

The SLCT also meets according to regular operating rhythms to review cybersecurity incidents and stay informed of evolving cybersecurity risks.

Fleet. As of December 31, [removed: 2023,] [added: 2024,] United's mainline and regional fleets consisted of the following:

| 777-300ER | | | | | | 22 | | | | | | 22 | | | | | | — | | | | | | 350 | | | | | | [removed: 6.0] [added: 7.0] | | |

| 777-200ER | | | | | | 55 | | | | | | 54 | | | | | | 1 | | | | | | 276-362 | | | | | | [removed: 23.8] [added: 24.8] | | |

| 777-200 | | | | | | 19 | | | | | | 19 | | | | | | — | | | | | | 364 | | | | | | [removed: 26.5] [added: 27.5] | | |

| 787-10 | | | | | | 21 | | | | | | 21 | | | | | | — | | | | | | 318 | | | | | | [removed: 3.2] [added: 4.2] | | |

| 787-9 | | | | | | [removed: 38] [added: 41] | | | | | | 34 | | | | | | [removed: 4] [added: 7] | | | | | | 257 | | | | | | [removed: 6.3] [added: 6.7] | | |

| 787-8 | | | | | | 12 | | | | | | 12 | | | | | | — | | | | | | 243 | | | | | | [removed: 10.5] [added: 11.5] | | |

| 767-400ER | | | | | | 16 | | | | | | 16 | | | | | | — | | | | | | 231 | | | | | | [removed: 22.3] [added: 23.3] | | |

| 767-300ER | | | | | | 37 | | | | | | 37 | | | | | | — | | | | | | 167-203 | | | | | | [removed: 27.8] [added: 28.8] | | |

| 757-300 | | | | | | 21 | | | | | | 21 | | | | | | — | | | | | | 234 | | | | | | [removed: 21.3] [added: 22.3] | | |

| 757-200 | | | | | | 40 | | | | | | 39 | | | | | | 1 | | | | | | 176 | | | | | | [removed: 26.9] [added: 27.9] | | |

| 737 MAX 9 | | | | | | [removed: 79] [added: 85] | | | | | | [removed: 63] [added: 61] | | | | | | [removed: 16] [added: 24] | | | | | | 179 | | | | | | [removed: 2.0] [added: 2.8] | | |

| 737 MAX 8 | | | | | | [removed: 80] [added: 107] | | | | | | [removed: 34] [added: 48] | | | | | | [removed: 46] [added: 59] | | | | | | 166 | | | | | | [removed: 1.0] [added: 1.6] | | |

| 737-900ER | | | | | | 136 | | | | | | 136 | | | | | | — | | | | | | 179 | | | | | | [removed: 11.0] [added: 12.0] | | |

| 737-900 | | | | | | 12 | | | | | | [removed: 10] [added: 12] | | | | | | [removed: 2] [added: —] | | | | | | 179 | | | | | | [removed: 22.3] [added: 23.3] | | |

| 737-800 | | | | | | 141 | | | | | | [removed: 119] [added: 130] | | | | | | [removed: 22] [added: 11] | | | | | | 166 | | | | | | [removed: 19.8] [added: 20.8] | | |

| 737-700 | | | | | | 40 | | | | | | 38 | | | | | | 2 | | | | | | 126 | | | | | | [removed: 24.8] [added: 25.8] | | |

| A321neo | | | | | | [removed: 4] [added: 29] | | | | | | [removed: 4] [added: 24] | | | | | | [removed: —] [added: 5] | | | | | | 200 | | | | | | [removed: 0.1] [added: 0.4] | | |

| A320-200 | | | | | | [removed: 91] [added: 79] | | | | | | [removed: 81] [added: 78] | | | | | | [removed: 10] [added: 1] | | | | | | 150 | | | | | | [removed: 24.9] [added: 25.3] | | |

| A319-100 | | | | | | 81 | | | | | | 52 | | | | | | 29 | | | | | | 126 | | | | | | [removed: 22.1] [added: 23.1] | | |

| CRJ900 | | | | | | [removed: 26] [added: 6] | | | | | | — | | | | | | | | | | | | [removed: 26] [added: 6] | | | | | | Mesa: [added: 6] | | | [removed: 26] | | | | | | 76 | | | | | |

| CRJ700 | | | | | | [removed: 19] [added: 17] | | | | | | — | | | | | | | | | | | | [removed: 19] [added: 17] | | | | | | SkyWest: [added: 17] | | | [removed: 19] | | | | | | 70 | | | | | |

| CRJ550 | | | | | | [removed: 35] [added: 50] | | | | | | [removed: 2] [added: 13] | | | | | | | | | | | | [removed: 33] [added: 37] | | | | | | GoJet: [added: 46 SkyWest: 4] | | | [removed: 35] | | | | | | 50 | | | | | |

| CRJ200 | | | | | | [removed: 70] [added: 50] | | | | | | — | | | | | | | | | | | | [removed: 70] [added: 50] | | | | | | SkyWest: [added: 50] | | | [removed: 70] | | | | | | 50 | | | | | |

In addition to the aircraft presented in the table above, United owned or leased the following regional aircraft as of December 31, [removed: 2023:][added: 2024:]

Firm Order and Option Aircraft. As of December 31, [removed: 2023,] [added: 2024,] United had firm commitments to purchase aircraft from Boeing and Airbus presented in the table below:

| Aircraft Type | | | | | | Number of Firm Commitments (a) | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | After [removed: 2025] [added: 2026] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | After [removed: 2025] [added: 2026] | | |

| 737 MAX 8 | | | | | | [removed: 43] [added: 16] | | | | | | [removed: 43] [added: 16] | | | | | | — | | | | | | — | | | | | | [removed: 37] [added: 16] | | | | | | [removed: 6] [added: —] | | | | | | — | | |

| 737 MAX 9 | | | | | | [removed: 34] [added: 138] | | | | | | [removed: 34] [added: 68] | | | | | | [removed: —] [added: 70] | | | | | | — | | | | | | [removed: 19] [added: 28] | | | | | | [removed: 15] [added: 48] | | | | | | [removed: —] [added: 62] | | |

| A321XLR | | | | | | 50 | | | | | | — | | | | | | [removed: 8] [added: 12] | | | | | | [removed: 42] [added: 38] | | | | | | — | | | | | | [removed: 1] [added: 9] | | | | | | [removed: 49] [added: 41] | | |

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 [added: (or further modify)] the contracts governing those orders; (ii) rights are exercised pursuant to the relevant agreements to 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: 2024] [added: 2025] through [removed: 2053.][added: 2056.]

| Total mainline | | | | | | 994 | | | | | | 854 | | | | | | 140 | | | | | | | | | | | | 15.8 | | |

| E175 | | | | | | 217 | | | | | | 102 | | | | | | | | | | | | 115 | | | | | | SkyWest: 111 Mesa: 55 Republic: 51 | | | | | | | | | 70/76 | | | | | |

| E170 | | | | | | 15 | | | | | | — | | | | | | | | | | | | 15 | | | | | | Republic: 15 | | | | | | | | | 70 | | | | | |

| ERJ145XR | | | | | | 57 | | | | | | 57 | | | | | | | | | | | | — | | | | | | CommuteAir: 57 | | | | | | | | | 50 | | | | | |

| Total regional | | | | | | 412 | | | | | | 172 | | | | | | | | | | | | 240 | | | | | | | | | | | | | | | | | | | | |

- 6 CRJ550s, 5 E175s and 38 ERJ145XRs that are temporarily grounded; and

| 787 | | | | | | 147 | | | | | | 28 | | | | | | 17 | | | | | | 102 | | | | | | 9 | | | | | | 20 | | | | | | 118 | | |

| 737 MAX 10 | | | | | | 167 | | | | | | — | | | | | | 3 | | | | | | 164 | | | | | | — | | | | | | — | | | | | | 167 | | |

| A321neo | | | | | | 101 | | | | | | 23 | | | | | | 16 | | | | | | 62 | | | | | | 20 | | | | | | 17 | | | | | | 64 | | |

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

| Embraer E175/E175LL | | | | | | 189 | | | | | | 73 | | | | | | | | | | | | 116 | | | | | | SkyWest: Mesa: Republic: | | | 90 54 45 | | | | | | 70/76 | | | | | |

| Embraer 170 | | | | | | 21 | | | | | | — | | | | | | | | | | | | 21 | | | | | | Republic: | | | 21 | | | | | | 70 | | | | | |

| Embraer ERJ 145XR | | | | | | 53 | | | | | | 53 | | | | | | | | | | | | — | | | | | | CommuteAir: | | | 53 | | | | | | 50 | | | | | |

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

- 24 CRJ550s, 26 E175/E175LLs and 45 Embraer ERJ 145s that were temporarily grounded; and

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

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

| A321neo | | | | | | 126 | | | | | | 26 | | | | | | 38 | | | | | | 62 | | | | | | 25 | | | | | | 24 | | | | | | 77 | | |

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

As of February [removed: 22, 2024,] [added: 24, 2025,] there were [removed: 5,695] [added: 5,363] holders of record of UAL common stock.

There were no cash dividend payments during the year ended December 31, [removed: 2023] [added: 2024] and we do not expect to pay cash dividends in the foreseeable future.

The following graph compares the cumulative total stockholder return during the period from December 31, [removed: 2018] [added: 2019] to December 31, [removed: 2023] [added: 2024] of [removed: UAL's] [added: UAL] 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: 2018] [added: 2019] in [removed: our] [added: UAL] common stock and in each of the foregoing indices and assumes that all dividends were reinvested.

][added: Graph 2024.jpg](https://www.sec.gov/Archives/edgar/data/100517/000010051725000046/ual-20241231_g2.jpg)]

The following table presents information with respect to the Company's repurchases of UAL common stock during the quarter ended December 31, 2024:

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

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

| Period | | | | | | (a) Total number of shares (or units) purchased | | | | | | (b) Average price paid per share (or unit) | | | | | | Total number of shares (or units) purchased as part of publicly announced plans or programs | | | | | | (a) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs (in millions) | | |

| October 1 - 31 | | | | | | 575,405 | | | | | | $ | 75.02 | | | | | 575,405 | | | | | | $ | 1,457 | |

| November 1 - 30 | | | | | | 296,796 | | | | | | 86.60 | | | | | | 296,796 | | | | | | 1,431 | | |

| December 1 - 31 | | | | | | 124,875 | | | | | | 97.29 | | | | | | 124,875 | | | | | | 1,419 | | |

| Total | | | | | | 997,076 | | | | | | | | | | | | 997,076 | | | | | | | | |

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

| (a) On October 15, 2024, the Company announced that its Board authorized a new share repurchase program with no stated expiration, allowing for purchases of up to $1.5 billion in the aggregate of outstanding UAL common stock and Warrants, subject to a limit of $500 million in the aggregate through 2024. As of February 24, 2025, the dollar value of the shares that may yet be purchased under the program is approximately $1.3 billion. See Note 3 to the financial statements included in Part II, Item 8 of this report for additional information on the share repurchase program. | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

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

As such, the Company did not make any purchases of its common stock during the three months ended December 31, 2023.

We have audited the accompanying consolidated balance sheets of United Airlines Holdings, Inc. (the "Company") as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related [removed: consolidated] statements of [added: consolidated] operations, comprehensive income (loss), stockholders' equity and cash flows, for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes [removed: 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 29, 2024,] [added: 27, 2025,] expressed an unqualified opinion thereon.

| | | | | | | Indefinite-lived Intangible Asset (China Route [removed: Authorities)] [added: Authority)] Impairment Analysis | | |

| *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 [removed: Company’s] [added: 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, [removed: 2023,] [added: 2024,] 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 asset impairment test was complex and highly judgmental due to the significant estimation required in determining the fair value of the asset. The fair value estimate was sensitive to significant assumptions such as forecasted revenues, [removed: fuel costs, other operating costs,] margin and 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 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, [removed: fuel costs, other operating costs,] margin and the overall discount rate. | | |

[added: |] /s/ Ernst & Young LLP [added: | | | | | | | | |]

[added: |] We have served as the Company's auditor since 2009. [added: | | | | | | | | |]

[added: |] Chicago, Illinois [added: | | | | | | | | |]

We have audited the accompanying consolidated balance sheets of United Airlines, Inc. (the "Company") as of December 31, [removed: 2023 and 2022,] [added: 2024] and [added: 2023,] the related [removed: consolidated] statements of [added: consolidated] operations, comprehensive income (loss), stockholder's equity and cash flows, for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes [removed: 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 asset impairment test was complex and highly judgmental due to the significant estimation required in determining the fair value of the asset. The fair value estimate was sensitive to significant assumptions such as forecasted revenues, [removed: fuel costs, other operating costs,] margin and 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. | | | | | |

[removed: UNITED AIRLINES HOLDINGS, INC.][added: | [United Airlines Holdings, Inc.:](#iafb0f4a3798e4b22a55b9fa82e332119_73) | | | | | |]

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Passenger revenue | | | $ | [removed: 49,046] [added: 51,829] | | | | | $ | [removed: 40,032] [added: 49,046] | | | | | $ | [removed: 20,197] [added: 40,032] | |

| Cargo | | | [removed: 1,495] [added: 1,743] | | | | | | [removed: 2,171] [added: 1,495] | | | | | | [removed: 2,349] [added: 2,171] | | |

| Other operating revenue | | | [removed: 3,176] [added: 3,491] | | | | | | [removed: 2,752] [added: 3,176] | | | | | | [removed: 2,088] [added: 2,752] | | |

| Total operating revenue | | | [removed: 53,717] [added: 57,063] | | | | | | [removed: 44,955] [added: 53,717] | | | | | | [removed: 24,634] [added: 44,955] | | |

| Salaries and related costs | | | [removed: 14,787] [added: 16,678] | | | | | | [removed: 11,466] [added: 14,787] | | | | | | [removed: 9,566] [added: 11,466] | | |

| Aircraft fuel | | | [removed: 12,651] [added: 11,756] | | | | | | [removed: 13,113] [added: 12,651] | | | | | | [removed: 5,755] [added: 13,113] | | |

| Landing fees and other rent | | | [removed: 3,076] [added: 3,437] | | | | | | [removed: 2,576] [added: 3,076] | | | | | | [removed: 2,416] [added: 2,576] | | |

| Aircraft maintenance materials and outside repairs | | | [removed: 2,736] [added: 3,063] | | | | | | [removed: 2,153] [added: 2,736] | | | | | | [removed: 1,316] [added: 2,153] | | |

| Depreciation and amortization | | | [removed: 2,671] [added: 2,928] | | | | | | [removed: 2,456] [added: 2,671] | | | | | | [removed: 2,485] [added: 2,456] | | |

| Regional capacity purchase | | | [removed: 2,400] [added: 2,516] | | | | | | [removed: 2,299] [added: 2,400] | | | | | | [removed: 2,147] [added: 2,299] | | |

| Distribution expenses | | | [removed: 1,977] [added: 2,231] | | | | | | [removed: 1,535] [added: 1,977] | | | | | | [removed: 677] [added: 1,535] | | |

| Aircraft rent | | | [removed: 197] [added: 193] | | | | | | [removed: 252] [added: 197] | | | | | | [removed: 228] [added: 252] | | |

| Special charges | | | [removed: 949] [added: 112] | | | | | | [removed: 140] [added: 949] | | | | | | [removed: (3,367)] [added: 140] | | |

| Other operating expenses | | | [removed: 8,062] [added: 9,053] | | | | | | [removed: 6,628] [added: 8,062] | | | | | | [removed: 4,433] [added: 6,628] | | |

| Total operating expense | | | [removed: 49,506] [added: 51,967] | | | | | | [removed: 42,618] [added: 49,506] | | | | | | [removed: 25,656] [added: 42,618] | | |

| Operating income [removed: (loss)] | | | [removed: 4,211] [added: 5,096] | | | | | | [removed: 2,337] [added: 4,211] | | | | | | [removed: (1,022)] [added: 2,337] | | |

| Interest expense | | | [removed: (1,956)] [added: (1,629)] | | | | | | [removed: (1,778)] [added: (1,956)] | | | | | | [removed: (1,657)] [added: (1,778)] | | |

| Interest income | | | [removed: 827] [added: 726] | | | | | | [removed: 298] [added: 827] | | | | | | [removed: 36] [added: 298] | | |

| Interest capitalized | | | [removed: 182] [added: 227] | | | | | | [removed: 105] [added: 182] | | | | | | [removed: 80] [added: 105] | | |

| Unrealized gains (losses) on investments, net | | | [removed: 27] [added: (199)] | | | | | | [removed: 20] [added: 27] | | | | | | [removed: (34)] [added: 20] | | |

| Miscellaneous, net | | | [removed: 96] [added: (53)] | | | | | | [removed: 8] [added: 96] | | | | | | [removed: 40] [added: 8] | | |

| Total nonoperating expense, net | | | [removed: (824)] [added: (928)] | | | | | | [removed: (1,347)] [added: (824)] | | | | | | [removed: (1,535)] [added: (1,347)] | | |

| Income [removed: (loss)] before income taxes | | | [removed: 3,387] [added: 4,168] | | | | | | [removed: 990] [added: 3,387] | | | | | | [removed: (2,557)] [added: 990] | | |

| Income tax expense [removed: (benefit)] | | | [removed: 769] [added: 1,019] | | | | | | [removed: 253] [added: 769] | | | | | | [removed: (593)] [added: 253] | | |

| Net income [removed: (loss)] | | | $ | [removed: 2,618] [added: 3,149] | | | | | $ | [removed: 737] [added: 2,618] | | | | | $ | [removed: (1,964)] [added: 737] | |

| Earnings [removed: (loss)] per share, basic | | | $ | [removed: 7.98] [added: 9.58] | | | | | $ | [removed: 2.26] [added: 7.98] | | | | | $ | [removed: (6.10)] [added: 2.26] | |

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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| [Report of Independent Registered Public Accounting Firm (PCAOB ID:](#iafb0f4a3798e4b22a55b9fa82e332119_67) 42) | | | [50](#iafb0f4a3798e4b22a55b9fa82e332119_67) | | |

| [Statements of Consolidated Operations](#iafb0f4a3798e4b22a55b9fa82e332119_76) | | | [54](#iafb0f4a3798e4b22a55b9fa82e332119_76) | | |

| [Statements of Consolidated Comprehensive Income (Loss)](#iafb0f4a3798e4b22a55b9fa82e332119_79) | | | [55](#iafb0f4a3798e4b22a55b9fa82e332119_79) | | |

| [Statements of Consolidated Cash Flows](#iafb0f4a3798e4b22a55b9fa82e332119_85) | | | [57](#iafb0f4a3798e4b22a55b9fa82e332119_85) | | |

| [Statement of Consolidated Stockholders' Equity](#iafb0f4a3798e4b22a55b9fa82e332119_88) | | | [58](#iafb0f4a3798e4b22a55b9fa82e332119_88) | | |

| [Statements of Consolidated Operations](#iafb0f4a3798e4b22a55b9fa82e332119_94) | | | [59](#iafb0f4a3798e4b22a55b9fa82e332119_94) | | |

| [Statements of Consolidated Comprehensive Income (Loss)](#iafb0f4a3798e4b22a55b9fa82e332119_97) | | | [60](#iafb0f4a3798e4b22a55b9fa82e332119_97) | | |

| [Consolidated Balance Sheets](#iafb0f4a3798e4b22a55b9fa82e332119_100) | | | [61](#iafb0f4a3798e4b22a55b9fa82e332119_100) | | |

| [Statements of Consolidated Cash Flows](#iafb0f4a3798e4b22a55b9fa82e332119_103) | | | [62](#iafb0f4a3798e4b22a55b9fa82e332119_103) | | |

| [Statement of Consolidated Stockholder's Equity](#iafb0f4a3798e4b22a55b9fa82e332119_106) | | | [63](#iafb0f4a3798e4b22a55b9fa82e332119_106) | | |

| [Combined Notes to Consolidated Financial Statements](#iafb0f4a3798e4b22a55b9fa82e332119_109) | | | [64](#iafb0f4a3798e4b22a55b9fa82e332119_109) | | |

| [Note 1 - Basis of Presentation and Significant Accounting Policies](#iafb0f4a3798e4b22a55b9fa82e332119_115) | | | [64](#iafb0f4a3798e4b22a55b9fa82e332119_115) | | |

| [Note 2 - Revenue](#iafb0f4a3798e4b22a55b9fa82e332119_1699) [Recognition](#iafb0f4a3798e4b22a55b9fa82e332119_1699) | | | [68](#iafb0f4a3798e4b22a55b9fa82e332119_1699) | | |

| [Note 3 - Common Stockholders' Equity and Preferred Securities](#iafb0f4a3798e4b22a55b9fa82e332119_121) | | | [71](#iafb0f4a3798e4b22a55b9fa82e332119_121) | | |

| [Note 4 - Earnings Per Share](#iafb0f4a3798e4b22a55b9fa82e332119_124) | | | [72](#iafb0f4a3798e4b22a55b9fa82e332119_124) | | |

| [Note 5 - Share-Based Compensation Plans](#iafb0f4a3798e4b22a55b9fa82e332119_127) | | | [72](#iafb0f4a3798e4b22a55b9fa82e332119_127) | | |

| [Note 6 - Accumulated Other Comprehensive Income (Loss) ("AOCI")](#iafb0f4a3798e4b22a55b9fa82e332119_133) | | | [74](#iafb0f4a3798e4b22a55b9fa82e332119_133) | | |

| [Note 8 - Pension, Postretirement and Other Employee Benefit Plans](#iafb0f4a3798e4b22a55b9fa82e332119_139) | | | [75](#iafb0f4a3798e4b22a55b9fa82e332119_139) | | |

| [Note 9 - Fair Value Measurements, Investments and Notes Receivable](#iafb0f4a3798e4b22a55b9fa82e332119_145) | | | [81](#iafb0f4a3798e4b22a55b9fa82e332119_145) | | |

| [Note 10 - Debt](#iafb0f4a3798e4b22a55b9fa82e332119_1819) | | | [83](#iafb0f4a3798e4b22a55b9fa82e332119_1819) | | |

| [Note 11 - Leases](#iafb0f4a3798e4b22a55b9fa82e332119_154) | | | [84](#iafb0f4a3798e4b22a55b9fa82e332119_154) | | |

| [Note 12 - Commitments, Contingencies](#iafb0f4a3798e4b22a55b9fa82e332119_160) [and Guarantees](#iafb0f4a3798e4b22a55b9fa82e332119_160) | | | [86](#iafb0f4a3798e4b22a55b9fa82e332119_160) | | |

| [Note 13 - Special Charges](#iafb0f4a3798e4b22a55b9fa82e332119_166) | | | [89](#iafb0f4a3798e4b22a55b9fa82e332119_166) | | |

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| February 27, 2025 | | | | | | | | |

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

| | | | | | | Indefinite-lived Intangible Asset (China Route Authority) Impairment Analysis | | |

| *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, 2024, 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, margin and the overall discount rate. | | |

| /s/ Ernst & Young LLP | | | | | | | | |

| We have served as the Company's auditor since 2009. | | | | | | | | |

| Chicago, Illinois | | | | | | | | |

| February 27, 2025 | | | | | | | | |

| Net income | | | $ | 3,149 | | | | | $ | 2,618 | | | | | $ | 737 | |

| Receivables, net | | | 2,163 | | | | | | 1,898 | | |

| Intangible assets, net | | | 2,683 | | | | | | 2,725 | | |

| Investments in affiliates and other, net | | | 1,267 | | | | | | 1,636 | | |

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

February 29, 2024

The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.

(In millions, except shares)

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

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

| | | | At December 31, | | | | | | | | |

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

| Intangibles, less accumulated amortization (2023—$1,495; 2022—$1,472) | | | 2,725 | | | | | | 2,762 | | |

| Investments in affiliates and other, less allowance for credit losses (2023—$38; 2022—$21) | | | 1,391 | | | | | | 1,373 | | |

| Total other assets | | | 8,888 | | | | | | 8,963 | | |

(continued on next page)

| Current maturities of finance leases | | | 172 | | | | | | 104 | | |

| Other liabilities and deferred credits: | | | | | | | | | | | |

| Pension liability | | | 968 | | | | | | 747 | | |

| Postretirement benefit liability | | | 637 | | | | | | 671 | | |

| Total other liabilities and deferred credits | | | 9,926 | | | | | | 7,613 | | |

| Proceeds from equity issuance | | | — | | | | | | — | | | | | | 532 | | |

| Balance at December 31, 2020 | | | 311.8 | | | | | | $ | 4 | | | | | $ | 8,366 | | | | | $ | (3,897) | | | | | $ | 2,626 | | | | | $ | (1,139) | | | | | $ | 5,960 | |

| Net loss | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,964) | | | | | | — | | | | | | (1,964) | | |

| Warrants issued | | | — | | | | | | — | | | | | | 99 | | | | | | — | | | | | | — | | | | | | — | | | | | | 99 | | |

| Issuance of common stock | | | 11.0 | | | | | | — | | | | | | 532 | | | | | | — | | | | | | — | | | | | | — | | | | | | 532 | | |

| Total other assets | | | 8,888 | | | | | | 8,934 | | |

| Total current liabilities | | | 22,205 | | | | | | 19,994 | | |

| Total other liabilities and deferred credits | | | 9,954 | | | | | | 7,613 | | |

| Proceeds from issuance of parent company stock | | | — | | | | | | — | | | | | | 532 | | |

| Balance at December 31, 2020 | | | $ | 85 | | | | | $ | 4,939 | | | | | $ | (1,139) | | | | | $ | 2,043 | | | | | $ | 5,928 | |

| Net loss | | | — | | | | | | (1,962) | | | | | | — | | | | | | — | | | | | | (1,962) | | |

| Impact of UAL common stock issuance | | | — | | | | | | — | | | | | | — | | | | | | 532 | | | | | | 532 | | |

Overview

United's operating revenues and operating expenses comprise nearly 100% of UAL's revenues and operating expenses.

We sometimes use the words "we," "our," "us," and the "Company" in this report for disclosures that relate to all of UAL and United.

Other operating revenue is recognized as the related performance obligations are satisfied.

*Revenue by Geography.* The Company further disaggregates revenue by geographic regions.

The Company's chief operating decision maker makes resource allocation decisions to maximize the Company's consolidated financial results.

These fees are recorded on a net basis and, as a result, are excluded from revenue.

The Company reviews its breakage estimates annually based upon the latest available information.

The Company's estimate of the expected breakage of miles requires management judgment and current and future changes to breakage assumptions, or to program rules and program redemption opportunities, may result in material changes to the deferred revenue balance as well as recognized revenues from the program.

For the portion of the outstanding miles that we estimate will not be redeemed, we recognize the associated value proportionally as the remaining miles are redeemed.

We also evaluate volumes on an annual basis, which may result in a change in the allocation of the estimated consideration from the Co-Brand Agreement on a prospective basis.

The management of UAL and United, including the Chief Executive Officer and Chief Financial Officer, performed an evaluation to conclude with reasonable assurance that UAL's and United's disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the [removed: Securities] Exchange Act [removed: of 1934, as amended ("Exchange Act")] were designed and operating effectively to report the information each company is required to disclose in the reports they file with the SEC on a timely basis.

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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] which is included herein.

Changes in Internal Control over Financial Reporting during the Quarter Ended December 31, [removed: 2023][added: 2024]

During the three months ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] consolidated financial statements and our report dated February [removed: 29, 2024] [added: 27, 2025] 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: 2023.][added: 2024.]

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: 2023.][added: 2024.]

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: 2023.][added: 2024.]

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: 2023.][added: 2024.]

February 27, 2025

February 27, 2025

February 27, 2025

February 29, 2024

(b)During the three months ended December 31, [removed: 2023,] [added: 2024,] 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: 2024] [added: 2025] Proxy Statement with respect to information about UAL's directors [added: under the principal heading "Item 1 – Election of Directors", including under the subheadings "Director Biographical information"] and [added: "Director Qualifications", and information about UAL's] corporate [removed: governance,] [added: governance under the subheadings "Board Selection and Election" and "How the Board is Organized" under the principal heading "Board and Corporate Governance Matters" in the 2025 Proxy Statement,] 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 [removed: the 2024 Proxy Statement] [added: information] with respect to UAL's non-compliance with Section 16(a) of the Exchange Act, if applicable, [added: under the subheading "Delinquent Section 16(a) Reports" under the principal heading "Securities Ownership" in the 2025 Proxy Statement,] which is incorporated herein by reference and made a part hereof in response to the information required by Item 10 with respect to UAL.