UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

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

For the fiscal year ended December 31, 2017

2023

OR

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

For the transition period from                      to

unitedcoverlogoa01.jpg

Commission


File Number

Exact Name of Registrant as

Specified in its Charter,

Principal
Executive

Office Address Zip Code and

Telephone Number Including Area Code

State of


Incorporation

I.R.S. Employer


Identification No.

001-06033

United ContinentalAirlines Holdings, Inc.
Delaware36-2675207
233 South Wacker Drive,
Chicago, Illinois 60606
(872)825-4000
Chicago,DelawareIllinois6060636-2675207

001-10323

(872)825-4000
001-10323United Airlines, Inc.
Delaware74-2099724
233 South Wacker Drive,
Chicago, Illinois 60606
(872)825-4000
Chicago,DelawareIllinois6060674-2099724
(872)825-4000

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

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

United ContinentalAirlines Holdings, Inc.

Common Stock, $0.01 par valueUAL  New YorkThe Nasdaq Stock ExchangeMarket LLC

Preferred Stock Purchase RightsNoneThe Nasdaq Stock Market LLC
United Airlines, Inc.

NoneNoneNone

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

United ContinentalAirlines Holdings, Inc.

NoneNone

United Airlines, Inc.

None
None

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

United ContinentalAirlines Holdings, Inc.

YesYes      No  ☐No

United Airlines, Inc.

YesYes      No  ☐No

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

Act.

United ContinentalAirlines Holdings, Inc.

YesYes      No  ☒No

United Airlines, Inc.

YesYes      No  ☒No

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

United ContinentalAirlines Holdings, Inc.

YesYes      No  ☐No

United Airlines, Inc.

YesYes      No  ☐No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter)Chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

United ContinentalAirlines Holdings, Inc.

YesYes      No  ☐No

United Airlines, Inc.

YesYes      No  ☐No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to thisForm 10-K.

United Continental Holdings, Inc.            

United Airlines, Inc.

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

United Continental

Airlines Holdings, Inc.

Large accelerated filer  ☒Accelerated filer  ☐Non-accelerated filer  ☐Smaller reporting company  ☐Emerging growth company

United Airlines, Inc.

Large accelerated filer  ☐Accelerated filer  ☐Non-accelerated filer  ☒Smaller reporting company  ☐Emerging growth company

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

United ContinentalAirlines Holdings, Inc.

United Airlines, Inc.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
United Airlines Holdings, Inc.United Airlines, Inc.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
United Airlines Holdings, Inc.United Airlines, Inc.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
United Airlines Holdings, Inc.United Airlines, Inc.
Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act).

United ContinentalAirlines Holdings, Inc.

YesYes      No  ☒No

United Airlines, Inc.

YesYes      No  ☒No

The aggregate market value of common stock held by non-affiliates of United ContinentalAirlines Holdings, Inc. was $21,673,390,018$17.9 billion as of June 30, 2017,2023 based on the closing sale price of $75.25$54.87 on the New York Stock Exchange reported for that date. There is no market for United Airlines, Inc. common stock.

Indicate the number of shares outstanding of each of the registrant’sregistrant's classes of common stock, as of February 14, 2018.

22, 2024.

United ContinentalAirlines Holdings, Inc.

328,025,881284,700,547 shares of common stock ($0.01 par value)

United Airlines, Inc.

1,0001,000 shares of common stock ($0.01 par value) (100% owned by United ContinentalAirlines Holdings, Inc.)

This combined Form10-K is separately filed by United ContinentalAirlines Holdings, Inc. and United Airlines, Inc.

OMISSION OF CERTAIN INFORMATION

United Airlines, Inc. meets the conditions set forth in General Instruction I(1)(a) and (b) of Form10-K and is therefore filing this form with the reduced disclosure format allowed under that General Instruction.

DOCUMENTS INCORPORATED BY REFERENCE

Information

Certain information required by Items 10, 11, 12 and 13 of Part III of thisForm 10-K is incorporated by reference for United ContinentalAirlines Holdings, Inc. from its definitive proxy statement for its 20182024 Annual Meeting of Stockholders.



United ContinentalAirlines Holdings, Inc. and Subsidiary Companies

United Airlines, Inc. and Subsidiary Companies

Annual Report onForm 10-K

For the Year Ended December 31, 2017

2023
Page
        Page        PART I
Item 1.PART I

Item 1.

3

Item 1A.

10

Item 1B.

20

Item 2.

1C.
21

Item 2.

Item 3.

22

Item 4.

23
PART II
PART II

Item 5.

24

Item 6.

26

Item 7.

28

Item 7A.

45

Item 8.

47
61

Item 9.

102

Item 9A.

102

Item 9B.

105
Item 9C.
PART III
PART III

Item 10.

105

Item 11.

106

Item 12.

106

Item 13.

107

Item 14.

107
PART IV
PART IV

Item 15.

108

Item 16.

132



This Annual Report on Form 10-K ("Form 10-K") contains various “forward-looking statements”"forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”"Exchange Act"). Forward-looking statements represent our expectations and beliefs concerning future results or events, based on information available to us on the date of the filing of thisForm 10-K, and are subject to various risks and uncertainties. Factors that could cause actual results or events to differ materially from those referenced in the forward-looking statements are listed in Part I, Item 1A,1A. Risk Factors and in Part II, Item 7, Management’s7. Management's Discussion and Analysis of Financial Condition and Results of Operations. We disclaim any intent or obligation to update or revise any of the forward-looking statements, whether in response to new information, unforeseen events, changed circumstances or otherwise, except as required by applicable law.

PART I


ITEM 1.BUSINESS.

ITEM 1.    BUSINESS.
Overview

United ContinentalAirlines Holdings, Inc. (together with its consolidated subsidiaries, “UAL”"UAL" or the “Company”"Company") is a holding company and its principal, wholly-owned subsidiary is United Airlines, Inc. (together with its consolidated subsidiaries, “United”"United"). United's shared purpose is "Connecting People. Uniting the World." United has the most comprehensive route network among North American carriers, including U.S. mainland hubs in Chicago, Denver, Houston, Los Angeles, New York/Newark, San Francisco and Washington, D.C. 
As UAL consolidates United for financial statement purposes, disclosures that relate to activities of United also apply to UAL, unless otherwise noted. United’sUnited's operating revenues and operating expenses comprise nearly 100% of UAL’sUAL's revenues and operating expenses. In addition, United comprises approximately the entire balance of UAL’sUAL's assets, liabilities and operating cash flows. When appropriate, UAL and United are named specifically for their individual contractual obligations and related disclosures and any significant differences between the operations and results of UAL and United are separately disclosed and explained. We sometimes use the words “we,” “our,” “us,”"we," "our," "us," and the “Company”"Company" in this report for disclosures that relate to all of UAL and United.

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

The Company's principal executive office is located at 233 South Wacker Drive, Chicago, Illinois 60606 (telephone number(872) 825-4000).

The Company’sCompany's website is www.united.com.located at www.united.com and its investor relations website is located at ir.united.com. The information contained on or connected to the Company’s websiteCompany's websites is not incorporated by reference into this annual report onForm 10-K and should not be considered part of this or any other report filed with the U.S. Securities and Exchange Commission (“SEC”("SEC"). Through this website, the Company’sThe Company's filings with the SEC, including annual reports onForm 10-K, quarterly reports onForm 10-Q, current reports onForm 8-K, and all amendments to those reports, as well as ourUAL's proxy statement for ourits annual meeting of stockholders, are accessible without charge on the Company's investor relations website, as soon as reasonably practicable, after we electronically file such material is electronically filed with, or furnishedfurnish such material to, the SEC.SEC pursuant to Section 13(a) or 15(d) of the Exchange Act. Such filings are also available on the SEC’sSEC's website at www.sec.gov.

Operations

The Company transports people and cargo through its mainline and regional operations. With key global aviation rights inthroughout North America Asia-Pacific,and to destinations in Asia, Europe, Africa, the Pacific, the Middle East and Latin America, UAL has the world’s most comprehensive global route network.America. UAL, through United and its regional carriers, operates more than 4,500 flights a day to 338 airports across fivesix continents, with hubs at Newark LibertyChicago O'Hare International Airport (“Newark”), Chicago O’Hare International Airport (“Chicago O’Hare”("ORD"), Denver International Airport (“Denver”("DEN"), George Bush Intercontinental Airport (“Houston Bush”("IAH"), Los Angeles International Airport (“LAX”("LAX"), Newark Liberty International Airport ("EWR"), San Francisco International Airport ("SFO"), Washington Dulles International Airport ("IAD") and A.B. Won Pat International Airport (“Guam”), San Francisco International Airport (“SFO”) and Washington Dulles International Airport (“Washington Dulles”("GUM").

All of the Company’sCompany's domestic hubs are located in large business and population centers, contributing to a large amount of “origin"origin and destination”destination" traffic. The hub and spoke system allows us to transport passengers between a large number of destinations with substantially more frequent service than if each route were served directly. The

hub system also allows us to add service to a new destination from a large number of cities using only one or a limited number of aircraft. As discussed underAlliances below, United is a member of Star Alliance, the world’sworld's largest alliance network.

Financial information

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 Company’s operating revenuescustomer 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
3

an additional 40 A321neo aircraft. We now expect to take delivery of over 700 new narrow and widebody aircraft by geographic region,the end of 2033.
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 reportedwell 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.
Regional. The Company's business and operations are dependent on its regional flight network, with regional capacity accounting for approximately 6% of the U.S. Department of Transportation (the “DOT”), can be found in Note 15 toCompany's total capacity for the financial statements included in Part II, Item 8 of this report.

Regional.year ended December 31, 2023. The Company has contractual relationships with various regional carriers to provide regional aircraft service branded as United Express. These regional operations are an extension of the Company’s mainline network. This regional service complements our operations by carrying traffic that connects to our mainline servicehubs and allows flights to smaller cities that cannot be provided economically with mainline aircraft. Republic Airlines (“Republic”), Champlain Enterprises,CommuteAir LLC d/b/a CommutAir (“CommutAir”), ExpressJet Airlines (“ExpressJet”("CommuteAir"), GoJet Airlines (“GoJet”LLC ("GoJet"), Mesa Airlines, (“Mesa”Inc. ("Mesa"), Republic Airways Inc. ("Republic") and SkyWest Airlines, (“SkyWest”), Air Wisconsin Airlines (“Air Wisconsin”), and Trans States Airlines (“Trans States”Inc. ("SkyWest") are all regional carriers that operate with capacity contracted to United under capacity purchase agreements (“CPAs”("CPAs"). Under these CPAs, the Company pays the regional carriers contractually agreed fees (carrier costs) for operating these flights plus a variable reimbursement (incentive payment for operational performance)rate adjustment based on agreed performance metrics, subject to annual inflation adjustments. The fees for carrier costs are based on specific rates for various operating expenses of the regional carriers, such as crew expenses, maintenance and aircraft ownership, some of which are multiplied by specific operating statistics (e.g., block hours, departures), while others areas well as fixed monthly amounts. Under these CPAs, the Company is also responsible for all fuel costs incurred, as well as landing fees and other costs, which are either passed through by the regional carrier to the Company without any markup or directly incurred by the Company. In some cases, the Company owns some or all of the aircraft subject to the CPA and leases such aircraft to the regional carrier. In return, the regional carriers operate thisthe capacity of the aircraft included within the scope of such CPA exclusively for United, on schedules determined by the Company. The Company also determines pricing and revenue management, assumes the inventory and distribution risk for the available seats and permits mileage accrual and redemption for regional flights through its MileagePlus® loyalty program.

Alliances. United is a member of Star Alliance, a global integrated airline network and the largest and most comprehensive airline alliance in the world. As of January 1, 2018,In 2023, Star Alliance carriers served 1,300continued to serve more than 1,200 airports in 191186 countries with 18,400over 16,000 average daily departures. Star Alliance members, in addition to United, are Adria Airways, Aegean Airlines, Air Canada, Air China, Air India, Air New Zealand, All Nippon Airways (“ANA”("ANA"), Asiana Airlines, Austrian Airlines, Avianca, Avianca Brasil,Aerovías del Continente Americano S.A. (Avianca), Brussels Airlines, Copa Airlines, Croatia Airlines, EGYPTAIR, Ethiopian Airlines, EVA Air, LOT Polish Airlines, Lufthansa, SAS Scandinavian Airlines, Shenzhen Airlines, Singapore Airlines, South African Airways, SWISS, TAP Air Portugal, THAI Airways International and Turkish Airlines. In May 2017,addition to its members, during 2023, Star Alliance addedincluded Shanghai-based Juneyao Airlines and Thailand-based Thai Smile Airways, a subsidiary of THAI Airways International, as connecting partners and Germany-based Deutsche Bahn, a rail company, as an additional connectingintermodal partner.

United has a variety of bilateral commercial alliance agreements and obligations with Star Alliance members, addressing, among other things, reciprocal earning and redemption of frequent flyer miles, access to airport lounges and, with certain Star Alliancemembers, codesharing of flight operations (whereby one carrier’scarrier's selected flights can be marketed under the brand name of another carrier). In addition to the alliance agreements with Star Alliance members, United currently maintains independent marketing alliance agreements with other air carriers, including Aeromar, Aer Lingus, Air Dolomiti, Airlink, Azul Linhas Aéreas Brasileiras, Boutique Air, Cape Air, Discover Airlines, Emirates, Eurowings, Great Lakes Airlines,flydubai, Hawaiian Airlines, JetSuiteX, Olympic Air, Silver Airways, Virgin Australia Airlines and Silver Airways. In addition to the marketing alliance agreements with air partners, United also offers atrain-to-plane codeshare and frequent flyer alliance with Amtrak from Newark on select city pairs in the northeastern United States.

Vistara.

United also participates in threefour passenger joint ventures,business arrangements ("JBAs"): one with Air Canada and the Lufthansa Group (which includes Lufthansa and its affiliates Air Dolomiti, Austrian Airlines, Brussels Airlines, Discover Airlines, Edelweiss, Eurowings and SWISS) covering transatlantic routes, one with ANA covering certain transpacific routes, and one with Air New Zealand covering certain routes between the United States and New Zealand.Zealand, and one with Air Canada covering certain United States and Canada transborder routes. These passenger joint venturesJBAs 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 hasis also implementeda party to cargo joint

venturesJBAs with ANA for transpacific cargo services and continues to implement a cargo joint venture with Lufthansa for transatlantic cargo services. These cargo joint venturesJBAs offer expanded and more seamless access to cargo space across the carriers’carriers' respective combined networks.

4

Loyalty Program. United’s United's MileagePlus loyalty program builds customer loyalty by offering awards, benefits and services to program participants. Members in this program earn miles for flights on United, United Express, Star Alliance members and certain other airlines that participate in the program. Members can also earn miles by purchasing the goods and services offrom our network ofnon-airline partners, such as domestic and international credit card issuers, retail merchants, hotels and car rental companies. Members can redeem miles for free (other than taxes and government imposedgovernment-imposed fees), discounted or upgraded travel andnon-travel awards.

United has an agreement with JPMorgan Chase Bank, USA, N.A. (“Chase”("Chase"), pursuant to which members of United’sUnited's MileagePlus loyalty program who are residents of the United States can earn miles for making purchases using a MileagePlus credit card issued by Chase.Chase (the "Co-Brand Agreement"). The agreementCo-Brand Agreement also provides for joint marketing and other support for the MileagePlus credit card and provides Chase with other benefits such as permission to market to the Company’sCompany's customer database.

Approximately 5.4 million and 5.2

In 2023, approximately 7.4 million MileagePlus flight awards were used on United in 2017 and 2016, respectively.United Express. These awards represented 7.5% and 7.7%approximately 8.1% of United’sUnited's total revenue passenger miles in 2017 and 2016, respectively.miles. Total miles redeemed for flights on United in 2017,and United Express, includingclass-of-service upgrades, represented approximately 85%92% of the total miles redeemed. In addition, excluding miles redeemed for flights on United and United Express, MileagePlus members redeemed miles for approximately 2.32.4 million other awards in 2017 as compared to 2.0 million in 2016.awards. These awards include United Club memberships, car and hotel awards, merchandise and flights on other air carriers.

Aircraft Fuel.

Air Cargo. United provides freight and mail transportation services (air cargo). The table below summarizes UAL’s aircraft fuel consumptionmajority of air cargo services are provided to commercial businesses, freight forwarders, logistics firms and expense duringnational postal services. Through our global network, our air cargo operations are able to connect the last three years.

  

  Year

  Gallons
Consumed

(in millions)
   Fuel Expense
(in millions)
   Average Price
Per Gallon
   Percentage of
Total
Operating
Expense
     
   2017   3,978     $6,913    $1.74     20%   
   2016   3,904     $5,813    $1.49     18%   
   2015   3,886     $7,522    $1.94     23%   

Our operationalworld's major freight gateways. We generate air cargo revenues in domestic and financial results can be significantly impacted by changes ininternational markets through the price and availabilityuse of aircraft fuel. To provide adequate supplies of fuel, the Company routinely enters into purchase contracts that are customarily indexed to market prices for aircraft fuel, and the Company generally has some ability to cover short-term fuel supply and infrastructure disruptions at some major demand locations. The price of aircraft fuel has fluctuated substantially in the past several years. As of December 31, 2017, the Company did not have any outstanding fuel hedging contracts. The Company’s current strategy is to not enter into transactions to hedge its fuel consumption, although the Companycargo space on regularly reviews its strategy based on market conditions and other factors.

Third-Party Business.United generates third-party business revenue that includes frequent flyer awardnon-air redemptions, maintenance services, cateringscheduled passenger flights, as well as through interline and ground handling. Third-party business revenue is recorded in Other operating revenue. Expenses associated with third-party business are recorded in Other operating expenses.

trucking arrangements.

Distribution Channels. The Company’sCompany's airline seat inventory and fares are distributed through the Company’sCompany's direct channels, traditional travel agencies andon-line online travel agencies.agencies ("OTA"). The use of the Company’sCompany's direct sales website, www.united.com, the Company’sCompany's mobile applications and alternative distribution systems provides the Company with an opportunity tode-commoditize its services, better present its content, make more targeted offerings, better retain its customers, enhance its brand and lower its ticket distribution costs. Agency sales are

primarily sold using global distribution systems (“GDS”("GDS"). United has developed and expects to continue to develop capabilities to sell certain ancillary products through the GDS channel to provide an enhanced buying experience for customers who purchase in that channel. To increase

Third-Party Business. United generates third-party business revenue that includes maintenance services, frequent flyer award non-travel redemptions, flight academy and ground handling.
Aircraft Fuel. The table below summarizes the Company’s opportunitiesfuel consumption and expense of UAL's aircraft (including the operations of our regional partners operating under CPAs) during the last three years.
YearGallons Consumed
(in millions)
Fuel Expense
(in millions)
Average Price Per GallonPercentage of Total Operating Expense
20234,205 $12,651 $3.01 26 %
20223,608 $13,113 $3.63 31 %
20212,729 $5,755 $2.11 22 %
Our operational and financial results can be significantly impacted by changes in the price and availability of aircraft fuel. The Company routinely enters into purchase contracts based on expected fuel requirements for UAL aircraft (including regional partners operating under CPAs) that are generally indexed to sellvarious market price benchmarks for aircraft fuel. These contracts customarily do not provide material protection against changes in market prices or guarantee the uninterrupted availability of adequate quantities of aircraft fuel. The price of aircraft fuel used by our operations has fluctuated substantially in the past several years. The Company's current strategy is to not enter into financial transactions to hedge the market price exposure of its full range of products and services and lower distribution costs,expected fuel consumption, although the Company will continue to develop new selling capabilities in third-party channelsregularly reviews its strategy based on market conditions and expand the capabilities of its website and mobile applications.

other factors.

Industry Conditions

Domestic Competition. The domestic airline industry is highly competitive and dynamic. The Company’sCompany's competitors consist primarily of other airlines and, to a certain extent, other forms of transportation. Currently, any U.S. carrier deemed fit by the DOTU.S. Department of Transportation (the "DOT") is largely free to operate scheduled passenger service between any two points within the United States. Competition can be direct, in the form of another carrier flying the exactnon-stop route, or indirect, where a carrier serves the same two citiesnon-stop from an alternative airport in that city or via an itinerary requiring a
5

connection at another airport. Air carriers’carriers' cost structures are not uniform and there are influenced by numerous factors influencing cost structure.factors. Carriers with lower costs may offer lower fares to passengers, which could have a potential negative impact on the Company’sCompany's revenues. Decisions on domesticDomestic pricing decisions are based onimpacted by intense competitive pressure exerted on the Company by other U.S. airlines. In order to remain competitive and maintain passenger traffic levels, we often find it necessary to match competitors’competitors' discounted fares. Since we compete in a dynamic marketplace, attempts to generate additional revenue through increased fares oftentimes fail.

International Competition. Internationally, the Company competes not only with U.S. airlines, but also with foreign carriers. International competition has increased and may continue to increase in the future as a result of airline mergers and acquisitions, joint ventures,JBAs, alliances, restructurings, liberalization of aviation bilateral agreements and new or increased service by competitors, including government subsidized competitors from certain Middle East countries.competitors. Competition on international routes is subject to varying degrees of governmental regulation. The Company’sCompany's ability to compete successfully withnon-U.S. carriers on international routes depends in part on its ability to generate traffic to and from the entire United States via its integrated domestic route network and its ability to overcome business and operational challenges across its network worldwide. Foreign carriers currently are prohibited by U.S. law from carrying local passengers between two points in the United States and the Company generally experiences comparable restrictions in foreign countries. Separately, “fifth"fifth freedom rights”rights" allow the Company to operate between points in two different foreign countries and foreign carriers may also have fifth freedom rights between the U.S. and another foreign country. In the absence of fifth freedom rights, or some other extra-bilateral right to conduct operations between two foreign countries, U.S. carriers are constrained from carrying passengers to points beyond designated international gateway cities. To compensate partially for these structural limitations, U.S. and foreign carriers have entered into alliances, joint venturesimmunized JBAs and marketing arrangements that enable these carriers to exchange traffic between each other’sother's flights and route networks. Through these arrangements, the Company strives to provide consumers with a growing number of seamless, cost-effective and convenient travel options. SeeAlliances, above, "Alliances" for additional information.

Seasonality. The air travel business is subject to seasonal fluctuations. Historically, demand for air travel is higher in the second and third quarters, driving higher revenues, than in the first and fourth quarters, which are periods of lower travel demand.

Environmental, Social and Governance Approach
At United "Good Leads the Way" is more than a slogan; it fuels our mission to build the world's biggest and best airline. Our employees around the world are joined together to enable connections that matter and move society—whether it is connecting people across cultures, flying a loved one to a wedding, connecting medical professionals at a breakthrough conference or getting a business traveler to an important meeting or back home in time for a child’s big game.
Today United is viewed not only as a leader among our peer airlines but as a leader among the world's largest corporations. Our leadership is driven by our desire to blaze new trails by being a force for good, be responsive to the world in which we operate, be responsible for our actions and be committed to doing the right thing. United has devoted its brand, reputation, resources, time and effort to pursuing corporate responsibility goals aimed to generate the most impactful results that we can create. Simply, we aspire to use our influence and scale to lead in a way that inspires the world to action. Over the last few years, we have made historic investments to fight climate change and provided career opportunities to thousands of people.
We set forth below three of our Environmental, Social and Governance focus areas.
Safety Culture
At United, safety is first in everything we do and is our first service standard of Core4 (we are safe, then caring, dependable and efficient). We are focused on promoting our safety culture to help ensure that every employee across United holds each other to the highest safety standards. Our "No Small Roles in Safety" strategy as part of our Safety Management System ("SMS") is designed to imbue every employee with an understanding of his or her significant responsibility in our collective ambition to ensure the highest level of safety performance for our customers and employees. Our laser focus on safety is not only essential to our success but also foundational to our culture.
We continue to evaluate and expand our SMS to incorporate new areas of the business to manage risk as we navigate this exciting time at United with the growth in our aircraft fleet and the increasing number of destinations that we plan to serve. Our improved SMS allows us to proactively identify hazards and mitigate risks to help ensure the safety of our customers and our employees as we grow. In addition, just as we have invested in infrastructure, technology and tools, we are also investing in the training and development of our employees, especially those who are new to United, to help ensure they gain proficiency in their roles and stay safe in the workplace.
Our approach to safety is centered around three components:
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1.United SMS: Continuously investing in infrastructure, technology, tools, voluntary safety reporting and training that are built among the key components of our safety policy, safety risk management, safety assurance and safety promotion.
2.Safety in Action: Improving safety through development of robust, proactive safety programs and standards.
3.Safety Data and Innovation: Identifying and mitigating safety hazards through strong data analytics and new technologies and processes.
Environmental Sustainability Strategy
The Company's commitment to operating an environmentally sustainable and responsible airline is woven into its long-term strategy and values. 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. 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 voluntary carbon offsets. 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.
The Company's earnest intention on meeting the net zero GHG emissions goal by 2050 led the Company to commit to a mid-term target of reducing, compared to 2019, its carbon emissions intensity by 50% by 2035. 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. Its strategy 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 technology solutions designed to address climate change. The Company's Board of Directors (the "Board"), including through its Public Responsibility Committee, provides oversight of its environmental sustainability and climate-related strategic goals and objectives to ensure integration with its core business strategy. Management periodically updates the Board on the implementation of the Company's climate-related strategic goals and objectives. The Board, including through its Public Responsibility Committee, also oversees management's identification, evaluation and monitoring of environmental (including climate-related) trends, issues, concerns, risks and opportunities that affect or could affect the Company's reputation, business activities, strategies and performance.
Emitting Less GHGs: As part of this plan, the Company is focused on improving fuel efficiency 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 and a sizable expense for the Company. To do so, the Company is prioritizing the introduction of newer, more fuel-efficient aircraft into its fleet as part of its United Next plan as well as improving the fuel efficiency of its existing fleet. The United Next aircraft ordered will reduce United's per-seat carbon emissions by approximately 20% compared to the older models they will replace.
In conjunction with improving the fuel efficiency of its fleet, the Company has been incorporating fuel efficiency considerations within flight and ground operations, including implementing operational and procedural initiatives designed to drive fuel conservation. The Company has worked collaboratively across its organization and with Air Traffic Control ("ATC") providers to strive to improve fuel efficiency through the implementation of best practices and by training its pilots and dispatchers and supplying them with the necessary tools to execute those strategies.
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The Company, through the aerospace-focused investment vertical, of its corporate venture capital arm, United Airlines Ventures, Ltd. ("UAV"), also has been collaborating with, as well as investing in, early-stage 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 sustainable aviation fuel ("SAF") in our operations is critical to achieving our net zero GHG target. SAF is an alternative to conventional jet fuel and its potential to scale is due to its 'drop-in' readiness, which means it can be used in current operations with existing aircraft and infrastructure without alterations required. The Company 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.
While the Company is an aviation leader in investing in future SAF production, SAF supply in the jet fuel market is currently constrained and represents, according to industry estimates, far less than 1% of global commercial aviation fuel usage. Additionally, the purchase of SAF today comes with a price premium, compared to conventional jet fuel, to account for the additional costs of scaling and producing this early-stage solution. As a result, as of December 31, 2023, the total volume of SAF the Company used in its operations remained less than 0.1% of its total aviation fuel usage. These challenges with present-day SAF have informed the Company's strategy of investing in SAF producers and technology to help scale the SAF market and unlock future supply for the Company.
The Company has an established history in the investment in, and use of, SAF. Beginning in 2015, the Company made its first investment in a company working to commercialize SAF production. In 2016, the Company became the first airline globally to start using SAF in its regular operations on an ongoing basis at various airports. The Company has progressed its SAF strategy with several notable milestones, including the following:
In 2021 the Company launched its first-of-its-kind Eco-Skies Alliance program for corporations to help advance the SAF market by working with the Company to fund the price premium for SAF. The Company also established UAV, a corporate venture capital arm that seeks to invest in promising sustainable aviation technologies and innovation to usher in the future of air travel. Additionally, the Company made aviation history by operating the first passenger flight using 100% SAF in one engine from Chicago to Washington, D.C.
In 2022 the Company signed a purchase agreement with Neste for up to 52.5 million gallons of SAF at domestic and international stations, becoming the first U.S. airline to execute an international purchase agreement for SAF.
In 2023 the Company launched, through UAV, the United Airlines Ventures Sustainable Flight Fund (the "Fund") to support start-ups focused on accelerating the research, production and technologies associated with SAF. The Fund began in February 2023 with more than $100 million in commitments from United and five limited partners. As of February 2024, the Fund has since increased in size to more than $200 million in committed capital among a total of 22 corporate partners.
Improving Our Operations Beyond Our Flights: The Company recognizes that its responsibility to address its environmental impact extends beyond the emissions generated from flights to operations across its enterprise. The Company is focused on embedding sustainability within its operations, strengthening cross-functional teams and working on initiatives intended to drive more sustainable operations while maintaining efficiencies across the business.
United continues to progress its strategic electrification of ground service equipment ("GSE") across its hubs and stations. As of the end of 2023, over 4,650 units of the Company's GSE around the world are electric, representing approximately 35% of its GSE fleet. 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. The Company has devoted a significant amount of time and energy to defining a better future of flying by collaborating with employees, customers, airports, suppliers, cross-industry partners and policymakers across its value chain to scale the supply of SAF, invest in decarbonization technology solutions, minimize its environmental impact and protect the environment,
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all of which are key to advancing the Company's climate goals. Some of the Company's highlights in this area include the following:
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.
The Company worked with federal policymakers to champion passage of new production tax credits for SAF in the Inflation Reduction Act of 2022 (the "IRA"). These credits create an economic incentive for increased SAF production within the United States.
The Company led a cross-sectoral effort to incentivize SAF in Illinois, lowering the overall cost of SAF for consumption at the state level. The Sustainable Aviation Fuel Purchase Credit was enacted in Illinois in February 2023 and became effective in mid-2023.
In 2023, the Company evolved its GHG reporting to align with corporate best practices around GHG accounting protocols, including anticipated updates in accounting guidance from SBTi and the Greenhouse Gas Protocol. This revised reporting methodology allows us to provide greater transparency around the aircraft's GHG emissions from burning conventional jet fuel and SAF. Biogenic GHG emissions from SAF are not reported as Scope 1-3 emissions. The Company believes that its absolute GHG emissions will increase in the immediate future as the Company continues to grow. In addition, even though purchasing voluntary carbon offsets could present near-term emissions reductions, as outlined above, the Company is resolute in attaining its mid-term and long-term climate goals without relying on the use of voluntary carbon offsets to support its climate targets and has made progress towards implementing solutions that the Company believes are needed to permanently change aviation and reduce the environmental impact of air travel to protect our planet for generations to come. Such commitment is demonstrated by the end of the Company's customer offset program and elimination of emission reductions realized by carbon offsets as reflected in its GHG inventory. Additional quantitative emissions data for fiscal years 2022 and 2021 are as follows:
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Carbon Emissions20222021
Direct (Scope 1) GHG Emissions in Metric Tons CO2e
Gross GHG emissions30,400,71521,375,275
Net GHG emissions30,400,71521,370,485
Biogenic Emissions in Metric Tons CO2e
Biogenic (Outside of Scope) Emissions26,806Not calculated
Indirect Emissions in Metric Tons CO2e
Indirect (Scope 2) GHG emissions149,252160,794
Other indirect (Scope 3) GHG emissions (a)13,343,6765,561,745
Total Net GHG Emissions in Metric Tons CO2e (b)
43,893,64227,093,024
Carbon Emissions Intensity Rates (c)20222021
Emissions Intensity per Revenue ton-kilometer ("RTK")
Mainline RTKs (millions) (d)39,52625,212
Metric tons CO2e/1,000 mainline RTKs (e)
773854
Metric tons CO2e/1,000 mainline and regional RTKs (f)
1,0981,307
Emissions Intensity per ASM
ASMs (millions) (g)247,858178,684
Metric tons CO2e/1,000 mainline and regional ASMs (h)
176151
(a)2021 included Scope 3 categories 4, 7, 14 and 15 while 2022 included Scope 3 categories 3, 4, 7, 14 and 15.
(b)Excludes biogenic emissions in accordance with Greenhouse Gas Protocol.
(c)Intensity rates and operational figures are calculated based on third-party verified data for 2022 and 2021.
(d)The number of mainline revenue (passenger and cargo) tons transported multiplied by the number of miles flown on each segment.
(e)Scope 1+2 emissions/mainline RTKs; metric used for tracking progress against industry goal of 1.5%/year efficiency improvement.
(f)Scope 1+2+3 (categories 3 and 4) emissions/mainline+regional RTKs; metric used for tracking progress against the Company's 2035 carbon emissions intensity goal and 2050 carbon emission goal.
(g)The number of seats available for passengers multiplied by the number of scheduled miles those seats are flown.
(h)Scope 1+2+3 (categories 3, 4, 7 and 14) emissions/mainline+regional ASMs.
Additional information on United's commitment to environmental sustainability is available at united.com/sustainability. The information contained on or connected to the Company's website is not incorporated by reference into this Form 10-K and should not be considered part of this or any other report filed with the SEC.
Human CapitalManagement and Resources
Demographics:As of December 31, 2023, UAL, including its subsidiaries, had approximately 103,300 employees, of whom approximately 83% were represented by various U.S. labor organizations. See our section "The maintenance of our relationships with our labor unions" below for information on the represented employee groups.
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. Our workforce diversity metrics are reported regularly to the executive team and to the Board. The Board believes that its membership should continue to reflect a diversity of gender, race, ethnicity, age, sexual orientation and gender identity and is committed to actively seeking women and minority candidates for the pool from which director candidates are chosen in support of the Board's commitment to diversity. The following table contains aggregate information regarding certain self-identified characteristics of our U.S. employees and directors:
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U.S. Employees and Directors (a)
Board of DirectorsCompany-wideFrontlineProfessional/ SupervisorySenior Professional/ LeadersSenior Leaders
Female36,089 31,320 3,278 1,400 91 
Male56,008 49,322 3,977 2,533 176 
Asian— 11,434 9,650 1,000 760 24 
American Indian/Alaska Native— 401 363 26 11 
Black/African American13,580 12,158 1,089 317 16 
Hispanic/Latino— 16,411 14,677 1,345 372 17 
Hawaiian/Pacific Island— 2,674 2,485 153 35 
Not disclosed— 1,388 1,227 104 54 
Two or more races— 1,764 1,561 145 53 
White11 44,445 38,521 3,393 2,331 200 
(a) Employee diversity representation data is for U.S. workforce only, excluding employees on leave and those directly employed by United subsidiaries, as of December 31, 2023. Diversity tracking is prohibited by law in some international locations. Numbers may not sum due to rounding.
People & Culture: We believe that our employees represent the brightest and highest-performing people in the aviation industry. Our continued ability to attract, hire, develop and retain skilled personnel with industry experience and knowledge at all levels of our organization is the foundation of our success, especially in light of our ambitious growth agenda under our United Next plan. Our human capital management strategy is designed to help us find the best talent who can drive our United Next objectives and provide the tools to prepare them for critical roles and leadership positions in the future. We are proud of our Company culture and plan to continue to execute our strategy through the following:
1.Our talent acquisition process and succession planning.
We developed talent acquisition tools and programs to help us continue to (i) attract the candidates who can deliver the highest levels of service to our customers; (ii) ensure recruiting, retention and leadership development goals are 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. In 2023, the Company hired approximately 17,000 employees across the globe through the Company's external career site, professional association partnerships, employee referrals, universities and other external sources.
Our human resources programs are designed to facilitate internal talent mobility. We encourage employees to identify the paths that can build the skills, experience, knowledge and competencies needed for career advancement. In 2023, about 75% of our senior leader positions filled were internal placements and 513 frontline employees were promoted into management roles, the latter of which was consistent with last year and almost three times as many as in prior years.
In addition, as a global company that operates in hundreds of locations around the world with millions of customers, we believe that we have a unique responsibility to provide transformative opportunities to enter into high paying aviation fields that have been inaccessible to many of the people who live in the communities that we serve. We have been focused on effecting change in these communities that we believe can impact the entire aviation workforce landscape through our United Pathways programs (which include the Aviate, Calibrate and Innovate programs that make pilot, technician and digital technology careers more accessible by raising awareness, focusing on skills-first hiring and removing financial barriers).
We believe that our talent management process provides equal and consistent opportunities for employees. The Company's policies strictly prohibit any form of employment discrimination. To ensure accountability over time, we have committed to sharing our U.S. workforce demographic data by self-identified race, ethnicity and gender as well as our Consolidated EEO-1 Report (which includes only the Company's and United Ground Express, Inc.'s U.S. workforces) on an annual basis on our website. The information contained on or connected to the Company's website is not incorporated by reference into this Form 10-K and should not be considered part of this or any other report filed with the SEC.
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Succession planning provides us the opportunity to evaluate our key successors. Executives engage in succession planning by continuously evaluating, developing and mentoring our high potential talent and providing them with advancement opportunities to ensure they are prepared when executive and management positions become available. The Board also engages in annual succession planning and talent development discussions with our Chief Executive Officer, President and Executive Vice President of Human Resources, focusing on our ability to identify, attract, prepare and retain talented employees for future leadership positions.
2.The development of our Company culture that is centered on safety, supports our employees' well-being and promotes the importance of continuously listening and responding to colleague feedback.
As stated above, safety is first in everything we do and is our first Core4 service standard. We are focused on promoting our safety culture to help ensure that every employee across the Company holds each other to the highest safety standards and strives to protect themselves, their colleagues and our customers.
To support the well-being—including physical health, mental health and financial well-being—of our employees and their families, we provide comprehensive access to benefits designed to help employees thrive. One of the ways that we aim to support the wellness of our colleagues is by partnering with them to help ensure they feel they are part of a community. Our highly engaged and employee-led Business Resource Groups ("BRG") build cultural awareness and allyship for the various communities they represent – Black/African American, LGBTQ+, multicultural, multigenerational, people with disabilities, veterans, women and families (working parents and caregivers). Membership in our BRGs grew by approximately 11,000 memberships to approximately 38,000 in 2023. Each of our eight BRGs is sponsored by a member of our executive team.

As we strive to continue to be an employer of choice, we believe it is critical that our workforce is informed, engaged and can provide feedback. Our executive team provides several avenues of engagement to inform our employee needs globally. We routinely conduct employee engagement surveys of our global workforce, which provide feedback on employee satisfaction and cover a variety of topics such as company culture, safety and values, execution of our strategy, diversity, equity and inclusion and individual development, among others.
3.Robust professional and leadership development training programs for all career stages.
Our industry and team are experiencing transformation and we have responded by becoming a learning organization, helping to guide our employees in their journey to reach their full potential. We invest heavily in our training programs, which we believe will better position us to meet our current and future business needs while also driving employee retention. We offer a broad range of leadership and professional training programs for career growth and advancement, which begins with an introduction to our culture when our employees start and progresses through new people leadership trainings as well as high potential development programs at the manager, senior manager, director and managing director levels. We provide all management-level employees with the opportunity to develop their skills through our Leadership, Airport Operations and Digital Training Institutes. With respect to our technical positions, we have developed state-of-the art technical training programs that include immersive training, virtual reality, simulations, on the job training and assessments of proficiency to ensure we operate at the highest level of aviation safety and customer service.
4.The ability for our employees to qualify for retirement, health and wellness benefits as well as, of course, travel privileges.
While our rewards package for most of our employees is defined by collective bargaining agreements, it includes competitive base pay, travel privileges and other comprehensive benefits, including health, wellness and retirement programs for all our employees, including part-time employees. We review both industry and local market data at least annually to identify trends and market gaps in order to maintain the competitiveness of our compensation and employee benefit programs. With respect to executives, a substantial proportion of their total rewards package is variable, at-risk pay that is based on Company performance and delivered in the form of equity, supporting alignment over the long term between our executives and our shareholders. We align our executives' long-term equity compensation with our shareholders' interests by linking realizable pay with stock performance. In addition, the Company has performance-based compensation programs for other management employee leaders, including managers, supervisors and team leads.
5.The maintenance of our relationships with our labor unions.
We bargain in good faith with the unions that represent our employees and frequently engage with union leaders. Collective bargaining agreements between the Company and its represented employee groups are negotiated under the Railway Labor Act ("RLA"). Such agreements typically do not contain an expiration date and instead specify an
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amendable date, upon which the agreement is considered "open for amendment." The following table reflects the Company's represented employee groups, the number of employees per represented group, union representation for each employee group, and the amendable date for each employee group's collective bargaining agreement as of December 31, 2023:
Employee
Group
Number of EmployeesUnionAgreement Open for Amendment
United Airlines, Inc.:
Flight Attendants25,803Association of Flight AttendantsAugust 2021
Fleet Service15,624International Association of Machinists and Aerospace Workers (the "IAM")May 2025
Pilots15,445Air Line Pilots Association ("ALPA")October 2027
Passenger Service11,674IAMMay 2025
Technicians9,752International Brotherhood of Teamsters (the "IBT")December 2024
Storekeepers1,216IAMMay 2025
Dispatchers500Professional Airline Flight Control AssociationDecember 2024
Fleet Tech Instructors167IAMMay 2025
Technical Operations Maintenance Planners123IBTMay 2028
Technical Operations Maintenance Controllers84IBTNovember 2026
Load Planners77IAMMay 2025 (a)
Maintenance Instructors54IAMMay 2025
Security Officers40IAMMay 2025 (a)
United Ground Express, Inc.:
Passenger Service5,163IAMMarch 2025
(a)Reflecting contract ratification in February 2024.
In January 2023, United and the IBT ratified an extension to its labor contract. The agreement becomes amendable in December 2024. On February 28, 2024, United and the IBT reached a tentative agreement for an extension to their labor contract. The agreement, if ratified, becomes amendable in December 2028. The tentative agreement provides competitive pay increases and improved several work rules. In May 2023, United and the IAM ratified five agreements. The ratified agreements are effective through 2025. On February 23, 2024, United and the IAM ratified agreements covering the security guards in California and central load planners. The ratified agreements are effective through 2025. In September 2023, the Company's pilots represented by ALPA ratified an agreement with United. The agreement includes numerous work rule changes and pay rate increases during the four-year term.
Board Oversight: Our Board, assisted by several of its committees, plays a key role in the strategic oversight of management regarding the development, implementation and effectiveness of the Company's policies and strategies relating to human capital management. The Board's Executive Committee oversees and reviews significant human capital strategies, including culture, talent management and diversity, equity and inclusion ("DEI") matters, and the Board's Public Responsibility Committee reviews and monitors the development and implementation of the Company's DEI and strategic goals and objectives. Many of our Board members have experience overseeing workforce issues as CEOs and presidents of other companies or organizations. The Compensation Committee also engages an independent compensation and benefits consulting firm to help evaluate our executive compensation and benefit programs and to provide benchmarking against a group of peer companies, including peers within the airline industry.
Additional Information: See our report at crreport.united.com, for additional information on our human capital management programs, initiatives and measures. We are committed to transparency and accountability as we work to better reflect the diversity of the communities we serve in all areas of our business and have committed to sharing our U.S. workforce demographic data by self-identified race, ethnicity and gender on an annual basis on our website. The information contained on
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or connected to the Company's website is not incorporated by reference into this Form 10-K and should not be considered part of this or any other report filed with the SEC.
Industry Regulation

Airlines are subject to extensive domestic and international regulatory oversight. The following discussion summarizes the principal elements of the regulatory framework applicable to our business. Regulatory requirements, including but not limited to those discussed below, affect our operations and increase our operating costs, and future regulatory developments may continue to do the same. In addition, should any of our governmental authorizations or certificates be modified, suspended or revoked, our business and competitive position could be materially adversely affected. See Part I, Item 1A. Risk Factors—"The airline industry is subject to extensive government regulation, which imposes significant costs and may adversely impact our business, operating results and financial condition" for additional information on the material effects of compliance with government regulations.
Domestic Regulation

Regulation. All carriers engaged in air transportation in the United States are subject to regulation by the DOT. Absent an exemption, no air carrier may provide air transportation of passengers or property without first being issued a DOT certificate of public convenience and necessity. The DOT also grants international route authority, approves international codeshare arrangements and regulates methods of competition. The DOT regulates consumer protection and maintains jurisdiction over advertising, denied boarding compensation, tarmac delays, baggage liability and other areas and may add additional expensive regulatory burdens in the future. The DOT has

launched investigations or claimed rulemaking authority to regulate commercial agreements among carriers or between carriers and third parties in a wide variety of contexts.

Airlines are also regulated by the Federal Aviation Administration (the “FAA”"FAA"), an agency within the DOT, primarily in the areas of flight safety, air carrier operations and aircraft maintenance and airworthiness. The FAA issues air carrier operating certificates and aircraft airworthiness certificates, prescribes maintenance procedures, oversees airport operations and regulates pilot and other employee training. From time to time, the FAA issues directives that require air carriers to inspect, modify or modifyground aircraft and other equipment, potentially causing the Company to incur substantial, unplanned expenses. The airline industry is also subject to numerous other federal laws and regulations. The U.S. Department of Homeland Security (“DHS”("DHS") has jurisdiction over virtually every aspect of civil aviation security. The Antitrust Division of the U.S. Department of Justice (“DOJ”("DOJ") has jurisdiction over certain airline competition matters. The U.S. Postal Service has authority over certain aspects of the transportation of mail by airlines. Labor relations in the airline industry are generally governed by the Railway Labor Act (“RLA”),RLA, a federal statute. The Company is also subject to investigation inquiries by the DOT, FAA, DOJ, DHS, the U.S. Food and Drug Administration (“FDA”("FDA"), the U.S. Department of Agriculture (“USDA”("USDA"), Centers for Disease Control and Prevention ("CDC"), OSHA and other U.S. and international regulatory bodies.

Airport Access. Access to landing andtake-off rights, or “slots,”"slots," at several major U.S. airports served by the Company are or recently have been, subject to government regulation. Federally-mandated domestic slot restrictions that limit operations and regulate capacity currently apply at three airports: Reagan National Airport in Washington, D.C. (“Reagan National”), and John F. Kennedy International Airport and LaGuardia Airport in the New York City metropolitan region (“LaGuardia”). Of these three airports, United currently operates at two: Reagan National and LaGuardia.region. Additional restrictions on takeoff and landing slots at these and other airports may be implemented in the future and could affect the Company’sCompany's rights of ownership and transfer as well as its operations.

Legislation. The airline industry is subject to legislative activityactions (or inactions) that may have an impact on operations and costs. In 2018, the U.S. Congress will continue to consider legislation to reauthorizeapproved a five-year reauthorization for the FAA, which encompasses all significant aviationexpiring September 30, 2023. Congress subsequently extended the FAA's authorization through March 8, 2024. Discussions in connection with the reauthorization could include a wide range of tax and policy-relatedpolicy issues. As with previous reauthorization legislation, the U.S. Congress may consider a range ofPotential policy changes thatfor consideration could include airline customer service requirements, aviation safety, investments in FAA staffing and resources, advancements in improving ATC technology, labor requirements and managing new entrants in the National Air Space. These issues could impact operationsthe Company and costs. Finally, aviation security continueslarger airline industry. Congressional action on reauthorization is expected to beoccur after the subjectMarch 2024 expiration date, and in that case, Congress will likely pass an extension of legislative and regulatory action, requiring changescurrent law to the Company’s security processes, potentially increasing the cost of its security procedures and affecting its operations.

Catering Operations. The Company owns and operates catering kitchens at airportsprevent any lapse in Denver, Cleveland, Newark, Houston, and Honolulu, which prepareready-to-eat food for United flights, as well as other domestic and international airlines. In addition, the Cleveland flight kitchen produces a small volume of food products for retail sale. These operations are subject to regulation by the FDA and the USDA, as well as other regulatory agencies. The FDA recently began implementing the Federal Food Safety Modernization Act which requires all food manufacturers to implement more stringent preventive controls. As a result, airline catering operations have recently become the focus of enhanced scrutiny by the FDA with inspections and greater enforcement.

taxing authority.

International Regulation

Regulation. International air transportation is subject to extensive government regulation. In connection with the Company’sCompany's international services, the Company is regulated by both the U.S. government and the governments of the foreign countries or regions the Company serves. In addition, the availability of international routes to U.S. carriers is regulated by aviation agreements between the U.S. and foreign governments and in some cases, fares and schedules require the approval of the DOT and/or the relevant foreign governments.

Legislation.Foreign countries are increasingly enacting passenger protection laws, rules and regulations that meet or exceed U.S. requirements. In cases where this activity exceeds U.S. requirements, additional burden and liability may be placed on the Company. Certain countries have regulations requiring passenger compensation from the Company and/or enforcement penalties from the Company in addition to changes in operating procedures due to overbooked, canceled andor delayed flights.

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Airport Access. Historically, access to foreign marketsroutes has been tightly controlled through bilateral agreements between the U.S. and each foreign countryjurisdiction involved. These agreements regulate the marketsroutes served, the number of carriers allowed to serve each marketroute and the frequency of carriers’carriers' flights. Since the early 1990s, the U.S. has pursued a policy of “Open Skies”"Open Skies" (meaning all U.S.-flagU.S. and foreign carriers have access to the destination), under which the U.S. government has negotiated a number of bilateral agreements allowing unrestricted access between U.S. and foreign markets.points. Currently, there are more than 100 Open Skies agreements in effect. However, even with Open Skies, many of the airports that the Company serves in Asia, Africa, the Middle East, the Pacific, Europe, Asia and Latin America maintain slot controls. A large number of these slot controls exist due to congestion, environmental and noise protection and reduced capacity due to runway and air traffic control (“ATC”)ATC construction work, among other reasons. London Heathrow International Airport, Frankfurt Rhein-Main Airport, Shanghai Pudong International Airport, Beijing Capital International Airport, Sao Paulo Guarulhos International Airport and Tokyo Haneda International Airport are among the most restrictive foreign airports due to slot and capacity limitations.

The Company’sCompany's ability to serve some foreign marketsroutes and expand into certain others is limited by the absence of aviation agreements between the U.S. government and the relevant foreign governments. Shifts in U.S. or foreign government aviation policies may lead to the alteration or termination of air service agreements. Depending on the nature of any such change, the value of the Company’sCompany's international route authorities and slot rights may be materially enhanced or diminished. Similarly, foreign governments control their airspace and can restrict our ability to overfly their territory, enhancingwhich may enhance or diminishingdiminish the value of the Company’sCompany's existing international route authoritiesauthorizations and slot rights.

Epidemics or pandemics, such as the COVID-19 pandemic, may cause governments to restrict entry of passengers and/or to impose health management rules which can include vaccinations, boosters, testing, quarantine upon arrival, health declarations and temperature screens, among others. Such requirements may result in reduced demand for travel in certain circumstances and may cause the Company to suspend certain international services. Although certain governments may grant waivers for limited periods that allow the Company to maintain existing slot rights and route authorizations while not operating at a particular foreign point, waivers are not guaranteed.
Environmental Regulation

Regulation.The airline industry is subject to increasingly stringent federal, state, local and international environmental requirements,regulations, including those regulating emissions to air, water discharges, safe drinking water and the use and management of hazardous substances and wastes.

The Company endeavors to comply with all applicable environmental regulations.

Climate Change. There and Sustainability. As outlined above, the Company's commitment to becoming a more environmentally sustainable company extends beyond seeking to comply with regulatory requirements. At the same time, efforts to reduce carbon emissions through environmental sustainability legislation and regulation, or non-binding standards or accords, is an increasingincreased focus of global, regulatory focus on greenhouse gas (“GHG”) emissionsnational and their potential impacts relating to climate change. Initiatives to regulate GHG emissions from aviation had previously been adopted by the European Union (“EU”) in 2009, but applicability to flights arriving or departing from airports outside the EU have been postponed several times. In December 2017, the European Parliament voted to extend exemptions forextra-EU flights until December 2023 in order to align the extension date with the completion of the pilot phase of theregional regulators. The International Civil Aviation Organization’s (“ICAO”Organization's ("ICAO") Carbon Offsetting and Reduction Scheme for International Aviation (“CORSIA”("CORSIA"). CORSIA, which was, adopted in October 2016, is intended to createbe a single global market-based measure to achieve carbon-neutral growth for international aviation, after 2020, which will be achievedby requiring airlines to purchase eligible carbon offsets, or, lower their carbon offsetting obligations through airline purchasesthe use of carbon offset credits. Certain CORSIA program details remain to be developed and could potentially be affected by political developments in participating countries oreligible sustainable fuels. In October 2022, the results ofICAO Assembly passed a resolution establishing the pilot phase ofbaseline for the program, and thus the impactsubsequent phases of CORSIA cannot be fully predicted. However, CORSIAat 85% of 2019 emissions. This decision is expected to substantially increase operatingUnited's anticipated CORSIA compliance costs for airlinesthe first phase, 2024-2026, as compared to the prior 2019-only baseline. The exact mechanism by which CORSIA will be implemented domestically is currently unknown as the federal government has not enacted legislation or regulations to implement the first phase of CORSIA. Additionally, the market for CORSIA-eligible offsets is severely constrained, as the ICAO Council has so far approved only two registries as eligible to supply CORSIA-eligible emissions units for the 2024-2026 compliance period.
Other jurisdictions are proposing or enacting regulations to limit GHG emissions from aviation. A policy to regulate GHG emissions from aviation known as the European Union ("EU") Emission Trading System ("ETS") was adopted in 2009, but applicability to flights arriving at or departing from airports outside the EU has been postponed several times, most recently until 2027. The extension of the EU ETS to extra-EU flights could still occur in future years, depending on the EU government's assessment of the effectiveness of CORSIA. In addition to the EU ETS, other countries are considering climate proposals that operate internationally. In 2016, ICAO alsowould impact aviation. For example, in 2023 the Dutch government announced plans to introduce a CO2 emissions ceiling for international aviation, whereby each airport would be restricted to a CO2 budget for consecutive three-year periods. The exact scope of the regulation is unknown, but if adopted a carbon dioxide (“CO2”) emission standard for aircraft. Thein 2024, it could apply as early as 2025. Domestically, in December 2020, the U.S. Environmental Protection Agency has commenced("EPA") adopted its own aircraft and aircraft engine GHG emissions standards, which are aligned with the procedural steps necessary2017 ICAO airplane CO2 emission standards. In June 2022, the same standards were proposed by the FAA, the agency responsible for enforcing the standard at the time of aircraft certification, and the regulations were finalized in February 2024.
The Company believes that policies that incentivize the production of SAF, such as the passage of tax credit incentives for the production of SAF in the IRA, or economy-wide carbon prices or taxes, will enable the Company to decarbonize its operations more cost efficiently than a patchwork of regulatory requirements on aviation, particularly those that require airlines to reduce flights or impose the cost of transitioning to low-carbon alternatives disproportionately on airlines. The Company lauded the
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U.S. government's passage of the IRA and will continue to work with policymakers to adopt policies that incentivize the production of SAF to allow the industry to transition to a lower carbon future, including policies that will allow ethanol-based SAF to qualify for IRA tax credits. In addition, while the Company continues to plan on meeting its own standard, in consultationmid-term and long-term climate goals without relying on voluntary carbon offsets, the Company may be subject to future regulatory requirements that require the purchase of non-voluntary carbon offsets, which may expose the Company to additional costs associated with the ICAO. Whileprocurement of offsets or limited supply in the precise timing and final formcarbon offsets market. The Company believes that policies that incentivize in-sector emissions reductions, rather than carbon offset purchases, will better support the industry's transition to a lower carbon future.
A number of these variousclimate-related regulations have recently been finalized that will require the Company to develop compliance programs and requirements continuestrategies. Recently, the EU finalized its ReFuelEU regulation which requires fuel producers in EU states to evolve,supply a minimum percentage of SAF in aviation fuel provided to aircraft operators at covered EU airports beginning January 1, 2025. ReFuelEU requires airlines flying out of covered EU airports to comply with refueling obligations beginning January 1, 2025. Under ReFuelEU, United will be subject to the Company is taking various actionsrefueling obligation for flights from covered EU airports and will be required to submit verified reports to the European Union Aviation Safety Agency on its purchases of SAF and its actual aviation fuel uplift at the covered airports. Similar SAF blending mandates have also been introduced in France, Norway, India and Japan. Separately, a number of countries and other jurisdictions, including California, have finalized or proposed low carbon fuel standards that would impose compliance obligations on jet fuel and effectively create a cap-and-trade system for low carbon fuels. The implementation of low carbon fuel standards that include obligations for jet fuel are expected to help to reduce its CO2 emissions over timeincrease United's operating costs.
Other regulations are emerging globally that would require companies such as fleet renewal, aircraft retrofitsUnited to increasingly measure, disclose, and mitigate environmental sustainability risks both within their operations and their supply chains, such as the commercialization of aviation alternative fuels.

EU's Corporate Sustainability Due Diligence Directive and Corporate Sustainability Reporting Directive.

Other Regulations. Our operations are subject to a variety of other environmental laws and regulations both in the United States and internationally. These include noise-related restrictions on aircraft types and operating times and state and local air quality initiatives which have resulted in, or could in the future result in, curtailments in services, increased operating costs, limits on expansion, or further emission reduction requirements. Certain airports and/or governments, both domestically and internationally, either have established or are seeking to establish environmental fees and other requirements applicable to carbon emissions, local air quality pollutants and/or noise.noise, sustainable aviation fuel blending mandates and the use of products and material such as single-use plastics. The implementation of state plans to achieve national standards for ozonethese requirements is expected to result in restrictions on mobile sources suchincreased operational costs to develop compliance programs and strategies.
Governmental authorities in the U.S. and abroad have passed legislation restricting the use of per- and polyfluoroalkyl substances ("PFAS") which have been used in manufacturing, industrial, and consumer applications, including those related to aviation. State governments and local municipalities have adopted legislation prohibiting the use of Class B fire-fighting foam agents that contain intentionally added PFAS. As a result, the Company continues to incur costs to convert existing fixed foam fire suppression systems to accommodate PFAS-free firefighting foam agents. In addition, the EPA has developed the PFAS Strategic Roadmap, which includes regulatory actions across a wide spectrum of its statutory authorities, including the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act, the Clean Water Act, the Toxic Substances Control Act and the Safe Drinking Water Act. In August 2022, EPA proposed to designate two PFAS substances, perfluorooctanoic acid ("PFOA") and perfluorooctanesulfonic acid ("PFOS") as cars, truckshazardous substances under CERCLA. The proposed rule, expected to be finalized in March 2024, would authorize the EPA to order cleanup actions and airport ground support equipment in some locations.

Certain states mayhold responsible parties liable under CERCLA's joint and several liability scheme. The rule, if finalized, would also electrequire the Company to impose restrictions apartimmediately report releases that meet or exceed the reportable quantity of PFOA or PFOS to the EPA and any other applicable state and local agencies. The Company expects these broad regulatory policies will increase the risk of incurring remediation costs and/or liabilities at current and former locations at which the Company currently or historically used fire-fighting foam agents containing PFOA, PFOS or other PFAS substances. To mitigate these risks, the Company is working to remove PFAS-containing fire-fighting foam from the revised national standards.its hangars and other assets through a phased retrofit/replacement strategy and is committed to transitioning to PFAS-free materials for fire suppression. Finally, environmental cleanup laws and lease obligations could require the Company to undertake or(or subject the Company to liability for costs associated with) investigation and remediation costsactions at certain owned or leased locations or third partythird-party disposal locations.

Because PFOA, PFOS and other PFAS substances are expected to be regulated under CERCLA and have been regulated under other environmental cleanup laws, the Company may become subject to potential liability for its historic usage of PFAS-containing materials. Until the applicability of new regulations to our specific operations is better defined and/or until pending regulations are finalized, future costs to comply with such regulations will remain uncertain but are likely to increase our operating costs over time.

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While we continuethe Company is required to monitorcomply with numerous applicable environmental regulations, the Company believes that these developments,regulations and programs, including the first phase of CORSIA, EPA regulations regarding PFAS and GHG emissions, and other existing environmental regulations, are not reasonably likely to have a material effect on the Company's results or competitive position. However, the precise nature of future requirements and their applicability to the Company are difficult to predict, butand the financial impact to the Company and the aviation industry could be significant.

Employees

As of December 31, 2017, UAL, including its subsidiaries, had approximately 89,800 employees. Approximately 80%

Information about Our Executive Officers
Below is a list of the Company’s employees were representedCompany's executive officers as of the date hereof, including their name, office(s) held and age.
NamePositionAge
Torbjorn (Toby) J. EnqvistExecutive Vice President and Chief Operations Officer52
Kate GeboExecutive Vice President Human Resources and Labor Relations55
Brett J. HartPresident54
Linda P. JojoExecutive Vice President and Chief Customer Officer58
J. Scott KirbyChief Executive Officer56
Michael LeskinenExecutive Vice President and Chief Financial Officer44
Andrew NocellaExecutive Vice President and Chief Commercial Officer54
Set forth below is a description of the background of each of the Company's executive officers. Executive officers are elected by various U.S. labor organizations.

Collective bargaining agreementsUAL's Board for an initial term that continues until the first Board meeting following the next Annual Meeting of Shareholders and thereafter, are elected for a one-year term or until their successors have been chosen, or until their earlier death, resignation or removal. Executive officers serve at the discretion of the Board. Unless otherwise stated, employment is by UAL and United. There are no family relationships between any executive officer or director of UAL.

Torbjorn (Toby) J. Enqvist. Mr. Enqvist has served as Executive Vice President and Chief Operations Officer of UAL and United since July 2022. From June 2021 to July 2022, he served as Executive Vice President and Chief Customer Officer of UAL and United. From August 2018 to May 2021, he served as Senior Vice President and Chief Customer Officer of UAL and United. From December 2017 to August 2018, he served as Senior Vice President of Network Operations and Customer Solutions of UAL and United. From July 2017 to December 2017, he served as Senior Vice President of Customer Solutions and Recovery of UAL and United. From December 2015 to June 2017, he served as Vice President Hubs Domestic & International Line Stations. From January 2014 to November 2015, he served as Vice President Project Quality. From November 2011 to December 2013, he served as Vice President Newark Hub. From January 2010 to October 2011, he served as Vice President Security & Environment Affairs. Mr. Enqvist joined Continental Airlines, Inc. ("Continental") in 1996.
Kate Gebo. Ms. Gebo has served as Executive Vice President Human Resources and Labor Relations of UAL and United since December 2017. From November 2016 to November 2017, Ms. Gebo served as Senior Vice President, Global Customer Service Delivery and Chief Customer Officer of United. From October 2015 to November 2016, Ms. Gebo served as Vice President of the Office of the Chief Executive Officer of United. From November 2009 to October 2015, Ms. Gebo served as Vice President of Corporate Real Estate of United.
Brett J. Hart. Mr. Hart has served as President of UAL and United since May 2020. From March 2019 to May 2020, he served as Executive Vice President and Chief Administrative Officer of UAL and United. From May 2017 to March 2019, he served as Executive Vice President, Chief Administrative Officer and General Counsel of UAL and United. From February 2012 to May 2017, he served as Executive Vice President and General Counsel of UAL and United. Mr. Hart served as acting Chief Executive Officer and principal executive officer of the Company, on an interim basis, from October 2015 to March 2016. From December 2010 to February 2012, he served as Senior Vice President, General Counsel and its represented employee groups are negotiated underSecretary of UAL, United and Continental. From June 2009 to December 2010, Mr. Hart served as Executive Vice President, General Counsel and Corporate Secretary at Sara Lee Corporation, a consumer food and beverage company. From March 2005 to May 2009, Mr. Hart served as Deputy General Counsel and Chief Global Compliance Officer of Sara Lee Corporation.
Linda P. Jojo. Ms. Jojo has served as Executive Vice President and Chief Customer Officer of UAL and United since July 2022. From June 2017 to July 2022, she served as Executive Vice President Technology and Chief Digital Officer of UAL and United. From November 2014 to June 2017, she served as Executive Vice President and Chief Information Officer of UAL and United. From July 2011 to October 2014, she served as Executive Vice President and Chief Information Officer of Rogers Communications, Inc., a Canadian communications and media company. From October 2008 to June 2011, she served as Chief Information Officer of Energy Future Holdings, a Dallas-based privately held energy company and electrical utility provider.
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J. Scott Kirby. Mr. Kirby has served as Chief Executive Officer of UAL and United since May 2020. Mr. Kirby served as President of UAL and United from August 2016 to May 2020. Prior to joining the RLA. Such agreements typically do not containCompany, from December 2013 to August 2016, Mr. Kirby served as President of American Airlines Group and American Airlines, Inc. Mr. Kirby also previously served as President of US Airways from October 2006 to December 2013. Mr. Kirby held significant other leadership roles at US Airways and at America West prior to the 2005 merger of those carriers, including Executive Vice President—Sales and Marketing (2001 to 2006); Senior Vice President, e-business (2000 to 2001); Vice President, Revenue Management (1998 to 2000); Vice President, Planning (1997 to 1998); and Senior Director, Scheduling and Planning (1995 to 1998). Prior to joining America West, Mr. Kirby worked for American Airlines Decision Technologies and at the Pentagon.
Michael Leskinen. Mr. Leskinen has served as Executive Vice President and Chief Financial Officer of UAL and United since September 2023. Mr. Leskinen served as Vice President of Corporate Development and Investor Relations of United from April 2019 to September 2023. In 2021, he added the title of President of UAV, an expiration dateindustry-first corporate venture capital fund that identifies and instead specifyinvests in opportunities to decarbonize air travel and enhance the customer travel experience. From January 2018 to April 2019, Mr. Leskinen served as Managing Director of Investor Relations of UAL and United. Prior to joining United, Mr. Leskinen was an amendable date, upon whichexecutive director at J.P. Morgan Asset Management from 2013 to 2017, where he led the agreement is considered “open for amendment.”

The following table reflectsfirm's investment efforts in aerospace, defense, and airlines. From 2009 to 2013, he worked at Oppenheimer Funds focused on the Company’s represented employee groups,aerospace sector.

Andrew Nocella. Mr. Nocella has served as Executive Vice President and Chief Commercial Officer of UAL and United since September 2017. From February 2017 to September 2017, he served as Executive Vice President and Chief Revenue Officer of UAL and United. Prior to joining the numberCompany, from August 2016 to February 2017, Mr. Nocella served as Senior Vice President, Alliances and Sales of employees per represented group, union representation for eachAmerican Airlines, Inc. From December 2013 to August 2016, he served as Senior Vice President and Chief Marketing Officer of United’s employee groups,American Airlines, Inc. From August 2007 to December 2013, he served as Senior Vice President, Marketing and the amendable date for each employee group’s collective bargaining agreement asPlanning of December 31, 2017:    

Employee

Group


Number of
Employees

Union

Agreement Open

for Amendment

Flight Attendants

22,676Association of Flight Attendants (the “AFA”)August 2021

Passenger Service

13,299International Association of Machinists and Aerospace Workers (the “IAM”)December 2021

Fleet Service

13,187IAMDecember 2021

Pilots

11,492Air Line Pilots Association, InternationalJanuary 2019
Technicians and Related & Flight Simulator Technicians9,535International Brotherhood of Teamsters (the “IBT”)December 2022
Storekeeper Employees1,000IAMDecember 2021
Dispatchers402Professional Airline Flight Control AssociationDecember 2021
Fleet Tech Instructors111IAMDecember 2021
Load Planners71IAMDecember 2021
Security Officers51IAMDecember 2021
Maintenance Instructors40IAMDecember 2021

UNITE HERE is attempting to organize United’s Catering Operations employees, who are currently unrepresented, and filed an application to do so with the National Mediation Board on January 24, 2018.

US Airways.

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ITEM 1A.RISK FACTORS.

The following risk factors should be read carefully when evaluating the Company’s business and the forward-looking statements contained in this report and other statements the Company or its representatives make from time to time.

ITEM 1A.    RISK FACTORS.
Any of the following risks and uncertainties described below could materiallysignificantly and adverselynegatively affect our business operations, financial condition, operating results (including components of our financial results), cash flows, prospects, reputation or credit ratings, which could cause the Company’strading price of our common stock to decline significantly. Additional risks and uncertainties that are not presently known to us, or risks that we currently consider immaterial, could also impair our business operations, financial condition, operating results, cash flows, prospects, reputation or credit ratings.
Strategic and Business Development Risks
We may not be successful in executing elements of our strategic operating plan, which may have a material adverse impact on our business, financial results and market capitalization.
United Next, the Company's strategic operating plan, includes firm orders of over 700 narrow and widebody aircraft, retrofitting plans and plans to increase mainline daily departures and available seats across the Company's North American network. In developing our United Next plan, we made certain assumptions including, but not limited to, customer demand (in light of changing economic conditions), fuel costs, delivery of aircraft, aircraft certification approval timelines, labor market constraints and related costs, supply chain constraints, inflationary pressures, voluntary or mandatory groundings of aircraft, our regional network, competition, market consolidation and other macroeconomic and geopolitical factors. We also subsequently adjusted certain of our assumptions as a result of the increase in costs due to infrastructure improvements, new labor contracts and aircraft maintenance that were needed to support our United Next plan as well as the expected delay in 737 MAX 10 aircraft deliveries. Actual conditions may be different from our assumptions at any time and could cause the Company to further adjust its strategic operating plan. In addition, we cannot provide any assurance that we will be able to successfully execute our strategic plan, that the growth that we anticipate will occur through execution of our strategic plan will not exacerbate any other risk described in this Form 10-K (especially relating to fuel costs, the impact of economic pressures or geopolitical events, our supply chain or our ability to attract, train and retain talent), that our strategic plan will not result in additional unanticipated costs, that our suppliers will timely provide adequate products or support for our products (including but not limited to certification and delivery of aircraft) or that our strategic plan will result in improvements in future financial performance. If we do not successfully execute our United Next or other strategic plans, or if actual results vary significantly from our expectations, our business, operating results, financial condition and market capitalization could be materially and adversely impacted. 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.
Changes in the Company's network strategy over time or other factors outside of the Company's control may make aircraft on order less economic for the Company, result in costs related to modification or termination of aircraft orders or cause the Company to enter into orders for new aircraft on less favorable terms, and any inability to accept or integrate new aircraft into the Company's fleet as planned could increase costs or affect the Company's flight schedules.
The Company's orders for new aircraft are typically made years in advance of actual outcomedelivery of matterssuch aircraft and the financial commitment required for purchases of new aircraft is substantial. 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, the Company may be responsible for material liabilities to its counterparties if it were to attempt to modify or terminate any of its existing aircraft order commitments and our financial condition could be adversely impacted. These risks are heightened as a result of the Company's sizeable United Next aircraft orders. Additionally, the Company may have a need for additional aircraft that are not available under its existing orders and may seek to acquire aircraft from other sources, such as through lease arrangements, which forward-looking statementsmay result in higher costs or less favorable terms, or through the purchase or lease of used aircraft. The Company may not be able to acquire such aircraft when needed on favorable terms or at all.
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 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 reductions to the Company's schedule, thereby reducing revenues.
The imposition of new tariffs, or any increase in existing tariffs, on the importation of commercial aircraft that the Company orders may also result in higher costs.
Failure to effectively manage acquisitions, divestitures, investments, joint ventures and other portfolio actions could adversely impact our operating results. In addition, any businesses or assets that we acquire in the future increase our exposure to unknown liabilities or other issues and also may underperform as compared to expectations.
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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 SAF and manufacturers of electric and other new generation aircraft. For instance, the Company plans to continue to make additional investments through its corporate venture capital arm, UAV and as a limited partner of the Fund. However, since there are made in this report.

Global economic, politicala limited number of potential arrangements, and other airlines and industry conditions constantly changeparticipants seek to enter into similar relationships, this may make it difficult for the Company to complete strategic investments on commercially reasonable terms or at all.

These investments are inherently risky and unfavorable conditions may not be successful. Future revenues, profits and cash flows of these and future investments and repayment of invested or loaned funds may not materialize due to safety concerns, regulatory issues, supply chain constraints or other factors beyond our control. Where we acquire debt or equity securities as all or part of the consideration for business development activities, such as in connection with a joint venture, the value of those securities will fluctuate and may depreciate in value. We may not control the companies in which we make investments and, as a result, we will have limited ability to determine their management, operational decisions, internal controls and compliance and other policies, which can result in additional financial and reputational risks. Further, acquisitions and investments create exposure to assumed litigation and unknown liabilities, as well as undetected internal control, regulatory compliance or other issues, or additional costs not anticipated at the time the transaction was completed, and our due diligence efforts may not identify such liabilities or issues, or they may not be disclosed to us.
From time to time, we also divest assets. We may not be successful in separating any such assets, and losses on the divestiture of, or lost operating income from, such assets may adversely affect our earnings. Any divestitures also may result in continued financial exposure to the divested businesses following the transaction, such as through guarantees or other financial arrangements or potential litigation.
In addition, we have incurred, and may again in the future incur, asset impairment charges related to acquisitions, divestitures, investments or joint ventures that have the effect of reducing our earnings. Moreover, new or revised accounting standards, rules and interpretations could result in changes to the recognition of income and expense that may materially and adversely affect our financial results.
If the execution or implementation of acquisitions, divestitures, investments, joint ventures and other portfolio actions is not successful, it could adversely impact our financial condition, cash flows and results of operations. In addition, due to the Company's substantial amount of debt, there are certain limitations on the Company's business development capacity. Further, pursuing these opportunities may require us to obtain additional equity or debt financing and could result in increased leverage and/or a downgrade of our credit ratings.
Business, Operational and Industry Risks
The Company could experience adverse publicity, 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.
An accident, catastrophe or incident involving an aircraft that the Company operates, or an aircraft or aircraft type that is operated by another airline, or an incident involving the Company's operations, or the operations of another airline, could have a material adverse effect on the Company’s businessCompany if such accident, catastrophe or incident created a public perception that the Company's operations, or the operations of its codeshare partners or regional carriers, are not safe or reliable, or are less safe or reliable than other airlines. Further, any such accident, catastrophe or incident involving the Company, its regional carriers or its codeshare partners could expose the Company to significant liability. Although the Company currently maintains liability insurance in amounts and results of operations.

The Company’s business and results of operations are significantly impacted by global economic andthe type the Company believes to be consistent with industry conditions. The airline industry is highly cyclical,practice to cover damages arising from any such accident, catastrophe or incident, and the levelCompany's codeshare partners and regional carriers carry similar insurance and generally indemnify the Company for their operations, if the Company's liability exceeds the applicable policy limits or the ability of demand for air travel is correlatedanother carrier to indemnify it, the strength of the U.S. and global economies. The Company is a global business with operations outside of the United Statescould incur substantial losses from an accident, catastrophe or incident, which it derives significant operating revenues. The Company’s international operations are a vital part of its worldwide airline network. Volatile economic, political and market conditionsmay result in these international regions may have a negative impact on the Company’s operating results and its ability to achieve its business objectives.

Robust demand for the Company’s air transportation services depends largely on favorable economic conditions, including the strength of the domestic and foreign economies, low unemployment levels, strong consumer confidence levels and the availability of consumer and business credit. Air transportation is often a discretionary purchase that leisure travelers may limit or eliminate during difficult economic times. In addition, during periods of unfavorable economic conditions, business travelers usually reduce the volume of their travel, either due to cost-saving initiatives or as a result of decreased business activity requiring travel. During such periods, the Company’s business and results of operations may be adversely affected due to significant declines in industry passenger demand, particularly with respect to the Company’s business and premium cabin travelers, and a reduction in fare levels.

Stagnant or weakening global economic conditions either in the United States or in other geographic regions, and any future volatility in U.S. and global financial and credit markets may have a material adverse effect on the Company’s revenues,Company's business, operating results or financial condition. In addition, any such accident, catastrophe or incident involving the Company, its regional carriers or its codeshare partners could result in operational restrictions on the Company, including voluntary or mandatory groundings of operationsaircraft. Voluntary or involuntary groundings have also impacted, and liquidity. If such economic conditions were to disrupt capital marketscould in the future impact, the Company's financial results and operations in numerous ways, including reduced revenue, redistributions of other aircraft and deferrals of capital expenditure and other spending. For example, in January 2024, the FAA issued an Emergency Airworthiness Directive suspending service of all Boeing 737 MAX 9 aircraft operated by U.S. airlines, resulting in the grounding of all 79 of the Company's Boeing 737 MAX 9 aircraft, which has negatively impacted the Company's financial performance in the first quarter of 2024. Previously, in

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February 2021, the FAA issued an Emergency Airworthiness Directive regarding certain Boeing 777 Pratt & Whitney powered aircraft, which required the Company may be unable to obtain financing on acceptable terms (or at all)keep more than 50 aircraft out of service until required repairs were made to refinance certain maturing debt and to satisfy future capital commitments.

In June 2016, United Kingdom (“UK”) voters voted forimprove the UK to exit the EU. The UK parliament voted in favor of allowing the government to commence negotiations to determine the future termssafety of the UK’s relationship with the EU, including the termsengines. A prolonged period of trade between the UK and the EU and other nations. A process of negotiation is now taking place to determine the future terms of the UK’s relationship with the EU. Depending on the outcome oftime operating a reduced fleet in these negotiations, wecircumstances could face new challengesresult in our operations, such as instability in global financial and foreign exchange markets, including volatility in the value of the British pound and European euro, additional travel restrictions on passengers traveling between the UK and other EU countries and legal uncertainty and potentially divergent national laws and regulations. These adverse effects in European market conditions could negatively impact the Company’s business, results of operations and financial condition.

In addition, significant or volatile changes in exchange rates between the U.S. dollar and other currencies may have a material adverse impact uponeffect on the Company’s liquidity, revenues, costs andCompany's business, operating results.

results or financial condition.

The global airline industry is highly competitive and susceptible to price discounting and changes in capacity, which could have a material adverse effect on the Company.

our business, operating results and financial condition.

The U.S. airline industry is characterizedhighly competitive, marked by substantial pricesignificant competition with respect to routes, fares, schedules (both timing and frequency), services, products, customer service and frequent flyer programs. Consolidation in the airline industry, the rise of well-funded government sponsored international carriers, changes in international alliances, swaps of landing and slots and the creation of immunized JBAs have altered and are expected to continue to alter the competitive landscape in the industry, resulting in the formation of airlines and alliances with increased financial resources, more extensive global networks and services and competitive cost structures. Open Skies agreements, including fromlow-costthe longstanding agreements between the United States and each of the EU, Canada, Japan, Korea, New Zealand, Australia, Colombia and Panama, as well as the more recent agreements between the United States and each of Mexico, Brazil and the UK, may also give rise to better integration opportunities among international carriers. The significant market presenceMovement oflow-cost carriers, which engage airlines between current global airline alliances could reduce joint network coverage for members of such alliances while also creating opportunities for JBAs and bilateral alliances that did not exist before such realignment. Further airline and airline alliance consolidations or reorganizations could occur in substantial price discounting,the future, and other airlines participating in such activities may diminish oursignificantly improve their cost structures or revenue generation capabilities, thereby potentially making them stronger competitors of the Company and impairing the Company's ability to achieve sustained profitability on domestic and international routes.

realize expected benefits from its own strategic relationships.

Airlines also compete for market share by increasing or decreasing their capacity, including route systems and the number of marketsdestinations served. Several of the Company’sCompany's domestic and international competitors have increased their international capacity by including service to some destinations that the Company currently serves, causing overlap in destinations served and, therefore, increasing competition for those destinations. This increased competition in both domestic and international markets may have a material adverse effect on the Company’sCompany's business, operating results and financial condition.

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 carriers that may have lower costs and provide service at lower fares to destinations also served by the Company. The significant presence of low-cost carriers and ultra-low-cost carriers, which engage in substantial price discounting, may diminish our ability to achieve sustained profitability on domestic and international routes and has also caused us to reduce fares for certain routes, resulting in lower yields on many domestic markets. Our ability to compete in the domestic market effectively 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 continue to be materially and adversely affected. In addition, our competitors have established new routes and destinations, including some at our hub airports, which may compete with our existing routes and destinations and expansion plans.
Our international operations are subject to competition from both foreign and domestic carriers. For instance, competition is significant from government-subsidized competitors from certain Middle East countries. These carriers have large numbers of international widebody aircraft on order and are increasing service to the U.S. from their hubs in the Middle East. The government support provided to these carriers has allowed them to grow quickly, reinvest in their product, invest in other airlines and expand their global presence. We also face competition from foreign carriers operating under "fifth freedom" rights permitted under international treaties that allow certain carriers to provide service to and from stopover points between their home countries and ultimate destinations, including points in the United States, in competition with service provided by us.
Through alliance and other marketing and codesharing agreements with foreign carriers, U.S. carriers have increased their ability to sell international transportation, such as services to and beyond traditional global gateway cities. Similarly, foreign carriers have obtained increased access to interior U.S. passenger traffic beyond traditional U.S. gateway cities through these relationships. In addition, several JBAs among U.S. and foreign carriers have received grants of antitrust immunity allowing the participating carriers to coordinate schedules, pricing, sales and inventory. If we are not able to continue participating in these types of alliance and other marketing and codesharing agreements in the future, our business, operating results and financial condition could be materially and adversely affected.
Our MileagePlus frequent flyer program benefits from the attractiveness and competitiveness of United Airlines as a material purchaser of award miles and the majority recipient for mileage redemption. 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 program's and our operating results and financial condition.
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Further, our MileagePlus frequent flyer program also faces significant and increasing direct competition from the frequent flyer programs offered by other airlines, as well as from similar loyalty programs offered by banks and other financial services companies. Competition among loyalty programs is intense regarding customer acquisition incentives, the value and utility of program currency, rewards range and value, fees, required usage, and other terms and conditions of these programs. If we are not able to maintain a competitive frequent flyer program, our ability to attract and retain customers to MileagePlus and United alike may be adversely affected, which could adversely affect our operating results and financial condition.
Substantially all of the Company's aircraft, engines and certain parts are sourced from a limited number of suppliers; therefore, the Company would be materially and adversely affected if it were unable to obtain timely deliveries, additional equipment or support from any of these suppliers.
The Company currently sources substantially all of its aircraft and many related aircraft parts from The Boeing Company ("Boeing") or Airbus S.A.S. ("Airbus"). In addition, our aircraft suppliers are dependent on other suppliers for certain other aircraft parts. Therefore, if the Company is unable to acquire additional aircraft at acceptable prices from Boeing or Airbus, or if Boeing or Airbus fails to make timely deliveries of aircraft (whether as a result of increased FAA oversight of the production process, any failure or delay in obtaining regulatory approval or certification for new model aircraft, such as the 737 MAX 10 aircraft, which has not received a type certificate from the FAA, manufacturing delays or otherwise) or to provide adequate support for its products, including with respect to the aircraft subject to firm orders under our United Next plan, the Company's operations could be materially and adversely affected. For example, due to the delay of the certification of the 737 MAX 10 aircraft and continued supply chain issues, the Company currently expects a reduction in deliveries from Boeing during the next couple of years, which has caused the Company to rework its fleet plan and may impact our financial position, results of operations and cash flows.
The Company is also dependent on a limited number of suppliers for engines and certain other aircraft parts and could, therefore, also be materially and adversely affected in the event of the unavailability or increased cost of these engines and other aircraft parts.
Many of our suppliers are experiencing inflationary pressures, as well as disruptions due to the lingering impacts of global supply chain and labor market constraints and related costs. If one or more of our suppliers, our contractors or their subcontractors continue to experience financial difficulties, delivery delays or other performance problems, they may be unable to meet their commitments to us and our financial position, results of operations and cash flows may continue to be adversely impacted.
Disruptions to our regional network and United Express flights provided by third-party regional carriers could adversely affect our business, operating results and financial condition.
While the Company has contractual relationships that are material to its business with various regional carriers to provide regional aircraft service branded as United Express that include contractually agreed performance metrics, each regional carrier is a separately certificated commercial air carrier, and the Company does not control the operations of these carriers. A number of factors may impact the Company's regional network, including weather-related effects, seasonality, equipment or software failures and cybersecurity attacks and any significant declines in demand for air travel services.
In addition, the decrease in qualified pilots driven primarily by changes to federal regulations has adversely impacted and could continue to adversely impact the Company's regional flying. For example, the FAA's expansion of minimum pilot qualification standards, including a requirement that a pilot have at least 1,500 total flight hours, as well as the FAA's revised pilot flight and duty time requirements under Part 117 of the Federal Aviation Regulations, have contributed to a smaller supply of pilots available to regional carriers. The decrease in qualified pilots resulting from the regulations as well as other factors, including a decreased student pilot population and a shrinking U.S. military from which to hire qualified pilots, has led to increased competition from large, mainline carriers attempting to meet their hiring needs and has adversely impacted our regional carriers. 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 become more severe in the future and could cause a material adverse effect on our business. In response, the Company has been and may in the future be required to provide additional financial compensation and other support to its regional carriers or reduce its regional carrier flying, which could require the Company to fly routes at a greater cost, reduce the number of destinations the Company is able to serve or lead to negative public perceptions of the Company.
Disruptions to our regional networks, the pilot shortage or other factors could adversely affect our business, operating results and financial condition.
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Unfavorable economic and political conditions, in the United States and globally, may have a material adverse effect on our business, operating results and financial condition.
The Company's business and operating results are significantly impacted by U.S. and global economic and political conditions. 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 the strength of the domestic and foreign economies, unemployment levels, consumer confidence levels and the availability of consumer and business credit. Air transportation is often a discretionary purchase that leisure travelers may limit or eliminate during difficult economic times. Short-haul travelers, in particular, have the option to replace air travel with surface travel. In addition, during periods of unfavorable economic conditions, business travelers historically have reduced the volume of their travel, either due to cost-saving initiatives, the replacement of travel with alternatives such as videoconferencing or as a result of decreased business activity requiring travel. Furthermore, an increase in price levels generally or in price levels in a particular sector (such as current rising inflationary pressures related to domestic and global supply chain constraints, which have led to both overall price increases and pronounced price increases in certain sectors) could result in a shift in consumer demand away from both leisure and business travel. Reduced or flat consumer spending may drive us and our competitors to reduce or offer promotional prices, which would negatively impact our gross margin. Any of the foregoing would adversely affect the Company's business and operating results. Significant declines in industry passenger demand, particularly with respect to the Company's business and premium cabin travelers and a reduction in fare levels, as well as the continuing slow return of business travel demand to pre-COVID-19 levels, could lead to a material reduction in revenue, changes to the Company's operations and deferrals of capital expenditure and other spending. Additionally, any deterioration in global trade relations, such as increased tariffs or other trade barriers, could result in a decrease in the demand for international air travel.
The Company's business relies extensively on third-party service providers, including certain technology providers. Failure of these parties to perform as expected, or interruptions in the Company's relationships with these providers or their provision of services to the Company, could have a material adverse effect on the Company's business, operating results and financial condition.
The Company has engaged third-party service providers to perform a large number of functions that are integral to its business, including regional operations, operation of customer service call centers, distribution and sale of airline seat inventory, provision of information technology infrastructure and services, transmitting or uploading of data, provision of aircraft maintenance and repairs, provision of various utilities and performance of airport ground services, aircraft fueling operations, catering services and air cargo handling services, among other vital functions and services. Although generally the Company enters into agreements that define expected service performance and compliance requirements, there can be no assurance that our third-party service providers will adhere to these requirements. Accordingly, any of these third-party service providers may materially fail to meet their service performance commitments to the Company or may suffer disruptions to their systems, labor groups or supply chains that could impact their services. For example, failures in certain third-party technology or communications systems may cause flight delays or cancellations. 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. We may also be subject to consequences from any illegal conduct of our third-party service providers, including for their failure to comply with anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act. In addition, the Company's business and financial performance could be materially harmed if its customers believe that its services are unreliable or unsatisfactory.
The Company may also have disagreements with such third-party providers and related contracts may be terminated or may not be extended or renewed. For example, the number of flight reservations booked through third-party GDSs or OTAs may be adversely affected by disruptions in the business relationships between the Company and these suppliers. Such disruptions, including a failure to agree upon acceptable contract terms when contracts expire or otherwise become subject to renegotiation, may cause the Company's flight information to be limited or unavailable for display by the affected GDS or OTA operator, significantly increase fees for both the Company and GDS/OTA users and impair the Company's relationships with its customers and travel agencies. Any such disruptions or contract terminations may adversely impact our operations and financial results.
If we are not able to negotiate or renew agreements with third-party service providers, or if we renew existing agreements on less favorable terms, our operations and financial results may be adversely affected.
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 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.
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The airline industry is heavily dependent on business models that concentrate operations in major airports in the United States and throughout the world. An extended interruption or disruption at one of our hubs or other airports where we have a significant presence resulting from ATC delays, weather conditions, natural disasters, growth constraints, relationships with or the performance of third-party service providers, cybersecurity incidents and other failures of computer systems, disruptions to government agencies or personnel (including as a result of government shutdowns), regulatory changes, disruptions at airport facilities or other key facilities used by us to manage our operations, labor relations and market constraints, power supplies, fuel supplies, terrorist activities, international hostilities or other factors could result in the cancellation or delay of a significant portion of our flights and, as a result, could have a material adverse impact on our business, operating results and financial condition. For example, we perform significant aircraft and engine maintenance operations at our SFO airport hub and any disruption or interruption at our SFO hub could have a serious impact on our overall operations. We have minimal control over the operation, quality or maintenance of these services or whether our suppliers will improve or continue to provide services that are essential to our business. For example, because we prioritize operational excellence and continually work to optimize our route network and schedule, in light of the industry-wide operational challenges at airports in our network that have limited our system-wide capacity (two of the more prominent examples being the grounding of a number of the Company's transatlantic flights in response to the capacity cut by London Heathrow during the summer of 2022 and the flight disruptions experienced at EWR during the summer of 2023), we have reconfigured our proposed flight schedule and capacity to help improve our operational performance and our customers' experience. These industry-wide operational challenges have had a negative impact on our business and operating results and are expected to continue. In the future, we may not be able to adjust our operations to mitigate their effect, which may have a negative impact on our business, operating results, financial condition and liquidity and limit our ability to expand or liquidity.

Terroristchange our route network and execute our United Next strategy.

In addition, as airports around the world become more congested, space, facility and infrastructure constraints at our hubs or other airports where we operate now or may operate in the future may prevent the Company from maintaining existing service and/or implementing new service in a commercially viable manner because of a number of factors, including capital improvements at such airports being imposed by the relevant airport authorities without the Company's approval. Capital spending projects of airport authorities currently underway and additional projects that we expect to commence over the next several years are expected to result in increased costs to airlines and the traveling public that use those facilities as the airports seek to recover their investments through increased rental rates, landing fees and other facility costs. These actions have caused and may continue to cause the Company to experience increased space rental rates at various airports in its network, including a number of our hubs and gateways, as well as increased operating costs. Furthermore, the Company is not able to control decisions by other airlines to reduce their capacity, causing certain fixed airport costs to be allocated among fewer total flights and resulting in increased landing fees and other costs for the Company. We have sufficient slots or analogous authorizations to operate our existing flights and we have generally, but not always, been able to obtain the rights to expand our operations and to change our 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.
Geopolitical conflict, terrorist attacks or security events may adversely affect our business, financial condition and results of operations.
As a global business with operations outside of the United States from which it derives significant operating revenues, volatile conditions in certain international regions may have a negative impact on the Company's operating results and its ability to achieve its business objectives. The Company's international operations are a vital part of its worldwide airline network. Political disruptions and instability in certain regions have negatively impacted the demand and network availability for air travel, as well as fuel prices, and may continue to have a negative impact on these and other items. For example, the suspensions of the Company's overflying in Russian airspace as a result of the Russia-Ukraine military conflict and to Tel Aviv as a result of the Israeli-Hamas military conflict have significantly impacted our financial condition, cash flows and results of operations. In addition, terrorist attacks or international hostilities, or the fear of terrorist attacks or hostilities, even if not made on or targeted directly on the airline industry, could negatively affect the Company and the airline industry.

The terrorist attacks on September 11, 2001 involving commercial aircraft severely and adversely impacted the Company’s financial condition and results of operations, as well as the prospects for the airline industry. Among the effects experienced from the September 11, 2001 terrorist attacks were substantial flight disruption costs caused by theFAA-imposed temporary grounding of the U.S. airline industry’s fleet, significantly increased security costs and associated passenger inconvenience, increased insurance costs, substantially higher ticket refunds and significantly decreased traffic and passenger revenue.

Additional terrorist attacks, even if not made directly onat the airline industry, or the fear of or the precautions taken in anticipation of such attacks (including elevated national threat warnings, travel restrictions, or selective cancellation or redirection of flights)flights and new security regulations) could materially and adversely affect the Company and the airline industry. WarsThe Company's financial resources and other international hostilities could also have a material adverse impact on the Company’s financial condition, liquidity and results of operations. The Company’s financial resourcesinsurance coverage may not be sufficient to absorb the adverse effects of any future terrorist attacks, international hostilities or other international hostilities.

Increasing privacysecurity events, which could have a material adverse impact on the Company's financial condition, liquidity and data security obligationsoperating results. In addition, due to threats against the aviation industry, the Company has incurred, and may continue to incur, significant expenditures to comply with security-related requirements to mitigate threats and protect the safety of our employees and customers.

Any damage to our reputation or a significant data breach maybrand image could adversely affect the Company’sour business or financial results.
We operate in a public-facing industry and maintaining a good reputation is critical to our business.

The Company isCompany'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

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and inclusion or other social and governance ("ESG") goals, which are aspirational and subject to increasing legislative, regulatoryrisks and customer focus on privacy issues and data security. Also, a numberuncertainties that are outside of the Company’s commercial partners, including credit card companies, have imposed data security standards that the Company must meet and these standards continue to evolve. The Company will continue itsour control; our stakeholders not being satisfied with our ESG goals or strategy or efforts to meet its privacysuch goals; public pressure from investors or policy groups to change our policies and strategies; customer perceptions of our advertising campaigns, sponsorship arrangements or marketing programs, including greenwashing concerns regarding our advertising campaigns and marketing programs related to our sustainability initiatives; deficiencies in the quantitative data security obligations; however, it is possible that certain new obligations may be difficultwe disclose in relation to meetour ESG goals; or customer perceptions of statements made by us, our employees and could increase the Company’s costs. Additionally, the Company must manage evolving cybersecurity risks. Theexecutives, agents or other third parties. Damage to our reputation or brand image or loss disclosure, misappropriation of or access to customers’, employees’ or business partners’ information or the Company’s failure to meet its obligationscustomer confidence in our services could result in legal claims or proceedings, liability or regulatory penalties. A significant data breach or the Company’s failure to meet its obligations may adversely affect the Company’s reputation,our business and financial results, as well as require additional resources to rebuild our reputation.
Regulators, customers, investors, employees and other stakeholders are focusing more on ESG impacts of operations and financial condition.

related disclosures, which are subject to rules, regulations and standards for collecting, measuring and reporting that are still developing, involve internal controls and processes that continue to evolve, depend in part on third-party performance or data that is outside the Company's control and have resulted in, and are likely to continue to result in, increased general and administrative expenses and increased management time and attention spent complying with or meeting such expectations, rules, regulations and standards. The ongoing relevance of our brand may depend on our ability to achieve our ESG goals, make progress on our ESG initiatives and comply with applicable federal, state and international binding or non-binding legislation, regulation, standards and accords as well as on the accuracy, adequacy or completeness of our disclosures relating to our ESG goals and initiatives and progress towards those goals.

Information Technology, Cybersecurity and Data Privacy Risks
The Company relies heavily on technology and automated systems to operate its business and any significant failure or disruption of, the technology or failure to effectively integrate and implement, these technologies or systems could materially harm its business.

business or business strategy.

The Company depends on technology and automated systems, and technologyincluding artificial intelligence ("AI"), to operate its business, including, but not limited to, computerized airline reservation systems, electronic tickets, electronic airport kiosks, demand prediction software, flight operations systems, revenue management systems, accounting systems, telecommunicationin-flight wireless internet, cloud-based technologies, technical and business operations systems and commercial websites and applications, including www.united.com. United’s websitewww.united.com and other automated systems must be able to accommodate a high volume of traffic, maintain secure information and deliver important flight and schedule information, as well as process critical financial transactions.the United Airlines mobile app. These systems could suffer substantial or repeated disruptions due to various events, some of which are beyond the Company’sCompany's control including(including natural disasters (which may occur more frequently or intensely as a result of the impacts of climate change), power failures, terrorist attacks, dependencies on third-party technology services, equipment or software failures, computer virusescybersecurity attacks, insider threats or cyberother security attacks. Substantial or repeated systems failures or disruptions, including failures or disruptions related tobreaches and the Company’s complex integrationdeployment by certain wireless carriers of systems,"5G" service networks), which could reduce the attractiveness of the Company’sCompany's services versus those of itsour competitors, materially impair itsour ability to market itsour services and operate itsour flights, result in the unauthorized release of confidential or otherwisesensitive information, or information that should be protected information,from inadvertent disclosures, negatively impact our reputation among our customers and the public, subject us to liability to third parties, regulatory action or contract termination and result in other increased costs, lost revenue and the loss of, or compromise to the integrity, availability or confidentiality of, important data,data. These systems have in the past and may in the future be subject to failure, disruption or cyber incidents as a result of these or other factors. Substantial or repeated systems failures or disruptions may adversely affect the Company’sCompany's business, operating results, financial condition and business strategy. We have cybersecurity frameworks, resiliency initiatives and disaster recovery plans in place designed to prevent and mitigate disruptions, and we continue to invest in improvements to these initiatives and plans. We also maintain property and business interruption insurance. However, these measures may not be adequate to prevent or mitigate disruptions or provide coverage for the Company's associated costs, some of which may be unforeseeable.
The Company may also face challenges in implementing, integrating and modifying the automated systems and technologies required to operate its business or new systems and technologies designed to enhance its business, each of which may require significant expenditures, human resources, the development of effective internal controls and the transformation of business and financial processes. Our competitors or other third parties may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations. Additionally, if the content, analyses, or recommendations that AI applications assist in producing are or are alleged to be deficient, inaccurate, or biased, our business, reputation, financial condition, and results of operations may be adversely affected. AI also presents emerging ethical issues, and if our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability. The rapid evolution of AI, including proposed government regulation of AI, may require significant resources to develop, test and maintain our AI platform and services to help us implement AI in a compliant and ethical manner in order to minimize any adverse impact to our business. If the Company is generally unable to timely or effectively implement, integrate or modify its systems and technology, the Company's operations could be adversely affected.
Increasing privacy, data security and cybersecurity obligations or a significant data breach may adversely affect the Company's business.
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In our regular business operations, we collect, process, store and transmit to commercial partners sensitive data, including personal information of our customers and employees such as payment processing information and information of our business partners, to provide our services and operate our business.
The Company must manage increasing legislative, regulatory and consumer focus on privacy issues, data security and cybersecurity risk management in a variety of jurisdictions domestically and across the globe. For example, the EU's General Data Protection Regulation imposes significant privacy and data security requirements, as well as potential for substantial penalties for non-compliance that have resulted in substantial adverse financial consequences to non-compliant companies. Depending on the regulatory interpretation and enforcement of emerging data protection regulations and industry standards, the Company's business operations could be impacted, up to and including being unable to operate, within certain jurisdictions. Also, some of the Company's commercial partners, such as credit card companies, have imposed data security standards that the Company must meet. The Company will continue its efforts to meet its privacy, data security and cybersecurity risk management obligations; however, it is possible that certain new obligations or customer expectations may be difficult to meet and could require changes in the Company's operating processes and increase the Company's costs. Any significant liabilities associated with violations of any related laws or regulations could also have an adverse effect on our business, operating results, financial condition and liquidity, reputation and consumer relationships.
Additionally, the Company must manage the increasing threat of continually evolving cybersecurity risks. Our network, systems and storage applications, and those systems and applications maintained by our third-party commercial partners (such as aircraft and engine suppliers, cloud computing companies, credit card companies, regional airline carriers and international airline partners) have been and likely will continue to be subject to attempts to gain unauthorized access, breaches, malfeasance or other system disruptions, including those involving criminal hackers, denial of service attacks, hacktivists, state-sponsored actors, corporate espionage, employee malfeasance and human or technological error. In some cases, it is difficult to anticipate or to detect immediately such incidents and the damage caused thereby, and we may not be able to realize the benefits of our proactive defense measures and may experience operational difficulty in implementing them. Our use of AI applications has resulted in, and may in the future result in cybersecurity incidents that implicate the personal data of our customers, employees or users of such applications. In addition, as attacks by cybercriminals and nation state actors become more sophisticated, frequent and intense, the costs of proactive defense measures have increased and will likely continue to increase. Furthermore, the Company's remote work arrangements may make it more vulnerable to targeted activity from cybercriminals and significantly increase the risk of cyberattacks or other security breaches. While we continually work to safeguard our network, systems and applications, including through risk assessments, system monitoring, cybersecurity and data protection policies, processes and technologies and employee awareness and training, and seek to require that third-parties adhere to security standards, there is no assurance that such actions will be sufficient to prevent actual or perceived cybersecurity incidents or data breaches or the damages and impacts to our business that result therefrom.
Any such cybersecurity incident or data breach could result in significant costs, including monetary damages, operational impacts, including service interruptions and delays, and reputational harm. Furthermore, the loss, disclosure, misappropriation of or access to sensitive Company information, customers', employees' or business partners' information or the Company's failure to meet its privacy or data protection obligations could result in legal claims or proceedings, penalties and remediation costs. A significant data breach or the Company's failure to meet its data privacy or data protection obligations may adversely affect the Company's operations, reputation, relationships with our business partners, business, operating results, financial condition and business strategy.
Increased use of social media platforms present risks and challenges.
We are increasing our use of social media to communicate Company news and events. The inappropriate and/or unauthorized use of certain media vehicles could cause brand damage or information leakage or could lead to legal implications, including from the improper collection and/or dissemination of personally identifiable information from employees, customers or other stakeholders. In addition, negative or inaccurate posts or comments about us on any social networking website could damage our reputation, brand image and goodwill. Further, the disclosure of non-public Company-sensitive information by our workforce or others, whether intentional or unintentional, through external media channels could lead to information loss and reputational or competitive harm.
Human Capital Management Risks
Union disputes, employee strikes or slowdowns, and other labor-related disruptions or regulatory compliance costs could adversely affect the Company's operations and could result in increased costs that impair its financial performance.
United is a highly unionized company. As of December 31, 2023, the Company and its subsidiaries had approximately 103,300 employees, of whom approximately 83% were represented by various U.S. labor organizations. See Part I, Item 1. Business—Human Capital Management and Resources of this report for additional information on our represented employee groups and
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collective bargaining agreements. There is a risk that unions or individual employees might pursue judicial or arbitral claims arising out of changes implemented as a result of the Company entering into collective bargaining agreements with its represented employee groups. There is also a possibility that employees or unions could engage in job actions such as slowdowns, work-to-rule campaigns, sick-outs or other actions designed to disrupt the Company's normal operations, in an attempt to pressure the Company in collective bargaining negotiations. Although the Railway Labor Act makes such actions unlawful until the parties have been lawfully released to self-help, and the Company can seek injunctive relief against premature self-help, such actions can cause significant harm even if ultimately enjoined. Similarly, if the operations of our third-party regional carriers, ground handlers or other vendors are impacted by labor-related disruptions, our operations could be adversely affected. In addition, collective bargaining agreements with the Company's represented employee groups increase the Company's labor costs and such costs could become material. We remain in negotiations regarding certain of these collective bargaining agreements and anticipate that any new contracts involving the relevant labor groups may include material increases in salaries and other benefits, which would significantly increase our labor expense. 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. Adverse decisions in these cases could adversely impact our operational flexibility, uniform application of our negotiated collective bargaining agreements, and result in imposition of damages and fines which could be significant.
If we are unable to attract, train or retain skilled personnel, including our senior management team or other key employees, our business could be adversely affected.
Much of our future success is largely dependent on our continued ability to attract, train and retain skilled personnel with industry experience and knowledge, including our senior management team and other key employees. Competition for qualified talent in the aviation industry is intense and labor market constraints may arise in the future. If we are unable to attract, train and retain talented, highly qualified employees or experience a shortage of skilled labor, the cost of hiring and retaining quality talent could materially increase and our operations could continue to be impacted, which could impair our ability to adjust capacity or otherwise execute our strategic operating plan. In addition, if we are unable to effectively provide for the succession of senior management or other key employees, our business, ability to execute our strategic operating plan or company culture may be adversely affected.
Regulatory, Tax, Litigation and Legal Compliance Risks
The airline industry is subject to extensive government regulation, which imposes significant costs and may adversely impact our business, operating results and financial condition.

Airlines are subject to extensive regulatory and legal oversight. Compliance with U.S. and international regulations imposes significant costs and may have adverse effects on the Company.

United provides air transportation under certificates of public convenience and necessity issued by the DOT. If the DOT modified, suspended or revoked these certificates, it could have a material adverse effect on the Company's business. The DOT also regulates consumer protection and, through its investigations or rulemaking authority (including, for example, the DOT's recent enforcement settlement against Southwest Airlines for its operational disruption resulting in an announced fine of $140 million, and any rulemakings or initiatives in response to the Executive Order on Promoting Competition in the American Economy issued by the President on July 9, 2021), could impose restrictions that materially impact the Company's business. United also operates pursuant to an air carrier operating certificate issued by the FAA and FAA orders and directives have previously resulted in the temporary grounding of an entire aircraft type when the FAA identifies design, manufacturing, maintenance or other issues requiring immediate corrective action (including the FAA Emergency Airworthiness Directives suspending service of the Company's Boeing 737 MAX 9 aircraft in January 2024 and grounding our Boeing 777 Pratt & Whitney powered aircraft in February 2021), which has had and could in the future have a material effect on the Company's business, operating results and financial condition.
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.
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Additionally, the U.S. Congress may consider legislation related to environmental issues relevant to the airline industry, such as the implementation of CORSIA, which could negatively impact the Company and the airline industry.
The Company's operations may also be adversely impacted due to the existing antiquated ATC system utilized by the U.S. government and regulated by the FAA, which may not be able to effectively handle projected future air traffic growth. The outdated ATC system has led to short-term capacity constraints imposed by government agencies and has resulted in delays and disruptions of air traffic during peak travel periods in certain markets due to its inability to handle demand and reduced resiliency in the event of a failure causing flight cancellations and delays. Failure to update the ATC system in a timely manner and the substantial funding requirements of a modernized ATC system that may be imposed on air carriers may have an adverse impact on the Company's financial condition or operating results.
Access to slots at several major U.S. airports and many foreign airports served by the Company is subject to government regulation on airspace management and competition that might limit the number of slots or change the rules on the use and transfer of slots. If slots are eliminated at one of our hubs or other airports, or if the number of hours of operation governed by slots is reduced at an airport, the lack of controls on take-offs and landings could result in greater congestion both at the affected airport and in the regional airspace and could significantly impact the Company's operations. Similarly, a government or regulatory agency, including DOT, could choose to impose slot restrictions at one of our hubs or other airports or grant increased access to another carrier and limit or reduce our operations at an airport, whether or not slot-controlled, which could have significant impact on our operations. The DOT (including FAA) may limit the Company's airport access by limiting the number of departure and arrival slots at congested airports, which could affect the Company's ownership and transfer rights, and local airport authorities may have the ability to control access to certain facilities or the cost to access their facilities, which could have an adverse effect on the Company's business. If the DOT were to take actions that adversely affect the Company's slot holdings, the Company could incur substantial costs to preserve its slots or may lose slots.
The Company currently operates a number of flights on international routes under government arrangements, regulations or policies that designate the number of carriers permitted to operate on such routes, the capacity of the carriers providing services on such routes, the airports at which carriers may operate international flights or the number of carriers allowed access to particular airports. Applicable arrangements between the United States and foreign governments (such as Open Skies) may be amended from time to time, government policies with respect to airport operations may be revised and the availability of appropriate slots or facilities may change, which could have a material adverse impact on the Company's financial condition and operating results and could result in the impairment of material amounts of related tangible and intangible assets. 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, disruptions to the Company's business could result from the deployment of new cellular networks (e.g., "5G") by wireless carriers, which, due to potential interference with aircraft systems, could cause flights to be cancelled or diverted, which in turn could affect consumer perceptions of the safety of air travel. For example, over the past two years regulators have addressed potential "5G" interference on a temporary and piecemeal basis tailored to specific aircraft and airports, which could occur again. Systematic regulation of the overlap between aviation systems and cellular networks may not occur in the near term or may not involve terms that are favorable to the Company.
Moreover, any legislation that would result in a reshaping of the benefits that the Company is able to provide to its consumers through the co-branded credit cards issued by our partner could also materially negatively affect the Company's profitability and competitive position.
In addition, competition from revenue-sharing JBAs and other alliance arrangements by and among other airlines could impair the value of the Company's business and assets on the Open Skies routes. The Company's plans to enter into or expand U.S. antitrust immunized alliances and JBAs on various international routes are subject to receipt of approvals from applicable U.S. federal authorities and other applicable foreign government clearances or satisfaction of other applicable regulatory requirements. There can be no assurance that such approvals and clearances will be granted or will continue in effect upon further regulatory review or that changes in regulatory requirements or standards can be satisfied.
See Part I, Item 1. Business—Industry Regulation, of this report for additional information on government regulation impacting the Company.
Current or future litigation and regulatory actions, or failure to comply with the terms of any settlement, order or arrangementagreement relating to these actions, could have a material adverse impact on the Company.

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From time to time, we are subject to litigation and other legal and regulatory proceedings relating to our business or investigations or other actions by governmental agencies, including as described in Part I, Item 3,3. Legal Proceedings, of this report. In addition, the Company was subject to an increased risk of litigation and other proceedings as a result of the COVID-19 pandemic and responsive measures. For example, the Company is involved in litigation relating to its vaccination requirements for employees. No assurances can be given that the results of these or new matters will be favorable to us. An adverse resolution of lawsuits, arbitrations, investigations or other proceedings or actions could have a material adverse effect on our financial condition and operating results, of operations, including as a result ofnon-monetary remedies, and could also result in adverse publicity. Defending ourselves in these matters may be time-consuming, expensive and disruptive to normal business operations and may result in significant expense and a diversion of management’smanagement's time and attention from the operation of our business, which could impede our ability to achieve our business objectives. Additionally, any amount that we may be required to pay to satisfy a judgment, settlement, fine or penalty may not be covered by insurance. If we fail to comply with the terms contained in any settlement, order or agreement with a governmental authority relating to these matters, we could be subject to criminal or civil penalties, which could have a material adverse impact on the Company. Under our charter and certain indemnification agreements that we have entered into (and may in the future enter into) with our officers, directors and certain third parties, we could be required to indemnify and advance expenses to them in connection with their involvement in certain actions, suits, investigations and other proceedings. Any of these payments may be material.
We are subject to many forms of environmental regulation and liability as well as risks associated with climate change and may incur substantial costs as a result. In addition, failure to achieve or demonstrate progress towards our climate goals may expose us to liability and reputational harm.
Many aspects of the Company's operations are subject to increasingly stringent federal, state, local and international laws regarding the environment, including those relating to water discharges, safe drinking water and the use and management of hazardous materials and wastes. Compliance with existing and future environmental laws and regulations has required and may in the future require significant expenditures and operational changes. Violations have led and may in the future lead to significant fines, penalties, lawsuits and reputational harm. In addition, we have in the past been identified and may in the future be identified as a responsible party for environmental investigation and remediation costs under applicable environmental laws due to the disposal or release of hazardous substances generated by our operations, including PFAS, which are expected to be designated by U.S. EPA as hazardous substances under the Comprehensive Environmental Response, Compensation & Liability Act. We could also be subject to environmental liability claims from various parties, including airport authorities and other third parties, related to our operations at our owned or leased premises, including our use of PFAS-containing fire suppression systems as required by fire codes, or the off-site disposal of waste generated at our facilities.
As discussed in Part I, Item 1. Business—Environmental, Social and Governance Approach—Environmental Sustainability Strategy, the Company has made several commitments regarding its intended reduction of carbon emissions, including reducing its GHG emissions by 100% by 2050 and by reducing its carbon emission intensity by 50% by 2035 compared to 2019. The Company has incurred, and expects to continue to incur, costs to achieve its goal of net zero carbon emissions, which will involve a transition to lower-carbon technologies (such as SAF), and to comply with environmental sustainability legislation and regulation and non-binding standards and accords. Such activity may require the Company to modify its supply chain practices, make capital investments to modify certain aspects of its operations or increase its operating costs (including fuel costs). The potential transition cost to a lower-carbon economy could be prohibitively expensive without appropriate government policies and incentives in place. The precise nature of future binding or non-binding legislation, regulation, standards and accords in this area of increased focus by global, national and regional regulators is difficult to predict and the financial impact to the Company would likely be significant if future legal standards do not align with the Company's plans to achieve its climate goals or if U.S. legislation establishing financial incentives to accelerate the production of SAF development expires and is not renewed. For instance, CORSIA-related costs cannot be fully predicted at this time, but the program, which requires the purchasing of carbon offsets, is expected to increase operating costs for airlines that operate internationally. There is also a risk that the increased regulatory focus on airline GHG emissions could result in a patchwork of inconsistent or conflicting regional requirements that could unduly shift excessive cost burden to airlines and inhibit the development of carbon reduction technologies that the Company needs to reach its climate goals. The Company believes that climate change presents, along with challenges, strategic opportunities and that the sustainability-related solutions the Company is pursuing to advance its climate goals will help mitigate several of these potential risks posed by the transition to a lower-carbon economy. While the Company has not yet purchased carbon offsets for CORSIA compliance, the Company anticipates being required to do so by January 2028 if a regulatory framework to implement CORSIA within the United States is established. There is a risk that insufficient CORSIA-eligible carbon offsets will be available for purchase for CORSIA compliance, leading to potential regulatory enforcement risks. There is also a risk that any carbon offsets purchased by the Company for CORSIA compliance, even if accepted by regulators, could be viewed by third parties as not sufficiently reflecting real, verifiable, and additional GHG reductions, leading to reputational harm.
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There can be no assurance of the extent to which any of our climate goals will be achieved or that any current or future investments that we make in furtherance of these paymentsachieving our climate goals will not be material.

Disruptionsproduce the expected results or meet stakeholders' evolving expectations. Moreover, future events could lead the Company to prioritize other nearer-term interests over progressing toward our current climate goals based on business strategy, economic, regulatory and social factors or pressure from investors, activist groups or other stakeholders. If we fail—or are perceived to fail—to meet or properly report on our progress toward achieving our climate change goals and commitments, we could face adverse publicity and reactions from investors, activist groups, or other stakeholders, which could result in reputational harm, liability or other adverse effects to the Company’s regional network and United Express flights provided by third-party regional carriers could adversely affect the Company’s operations and financial condition.

The Company has contractual relationships with various regional carriers to provide regional aircraft service branded as United Express. These regional operations are an extension of the Company’s mainline network and complement the Company’s operations by carrying traffic that connects to mainline service and allows flights to smaller cities that cannot be provided economically with mainline aircraft. The Company’s business and operations are dependent on its regional flight network, with regional capacity accounting for approximately 11% of the Company’s total capacity for the year ended December 31, 2017.

Although the Company has agreements with its regional carriers that include contractually agreed performance metrics, the Company does not control the operations of these carriers. A number of factors may impact the Company’s regional network, including weather-related effects and seasonality.Company. In addition, the decreaseCompany believes it is possible that, in qualified pilots driven by federal regulations has adversely impacted and could continue to affect the Company’s regional flying. For example, the FAA’s expansion of minimum pilot qualification standards, including a requirement that a pilot have at least 1,500 total flight hours, as well as the FAA’s revised pilot flight and duty time rules, effective January 2014, have contributed to a smaller supply of pilots available to regional carriers. The decrease in qualified pilots resulting from the regulations as well as factors including a decreased student pilot population and a shrinking U.S. military from which to hire qualified pilots, could adversely impact the Company’s operations and financial condition, and also require the Company to reduce regional carrier flying.

If a significant disruption occurs to the Company’s regional network or flights or if one or morefuture, segments of the regional carriers with which the Company has relationships is unablepublic may choose to perform their obligations over an extended period of time, there could be a material adverse effect on the Company’s business, financial condition and operations.

The Company’s business relies extensively on third-party service providers. Failure of these parties to perform as expected, or interruptions in the Company’s relationships with these providers or their provision of services to the Company, could have an adverse effect on the Company’s financial position and results of operations.

The Company has engaged third-party service providers to perform a large number of functions that are integral to its business, including regional operations, operation of customer service call centers, distribution and sale of airline seat inventory, provision of information technology infrastructure and services, transmitting or uploading of data, provision of aircraft maintenance and repairs, provision of various utilities and performance of aircraft

fueling operations, and catering services, among other vital functions and services. The Company does not directly control these third-party service providers, although it does enter into agreements with most of them that define expected service performance. Any of these third-party service providers, however, may materially fail to meet their service performance commitments to the Company, may suffer disruptions to their systems that could impact their services, or the agreements with such providers may be terminated. For example, flight reservations booked by customers and travel agencies via third-party GDSs may be adversely affected by disruptions in the business relationships between the Company and GDS operators. Such disruptions, including a failure to agree upon acceptable contract terms when contracts expire or otherwise become subject to renegotiation, may cause the Company’s flight information to be limited or unavailable for display, significantly increase fees for both the Company and GDS users and impair the Company’s relationships with its customers and travel agencies. 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 its brand. In addition, the Company’s business and financial performance could be materially harmed if its customers believe that its services are unreliable or unsatisfactory.

Orders for new aircraft typically must be placed years in advance of scheduled deliveries, and changes in the Company’s route network over time may make aircraft on orderfly less economic for the Company, but any modification or termination of such orders could result in material liability for the Company.

The Company’s orders for new aircraft are typically made years in advance of actual delivery of such aircraft, and the financial commitment required for purchases of new aircraft is substantial. At December 31, 2017, the Company had firm commitments to purchase 228 new aircraft from The Boeing Company (“Boeing”) and Airbus S.A.S (“Airbus”), as well as related agreements with engine manufacturers, maintenance providers and others. At December 31, 2017, the Company’s commitments relating to the acquisition of aircraft and related spare engines, aircraft improvements and other related obligations aggregated to a total of $22.2 billion.

Subsequent to the Company placing an order for new aircraft, the Company’s route network may change, such that the aircraft on order become less economic to operate flights in the Company’s network. As a result, the Company’s preference for a particular aircraft that it has ordered, often years in advance, may be decreased or eliminated. If the Company were to seek to modify or terminate its existing aircraft order commitments, it may be responsible for material obligations to its counterparties arising from any such change. However, the Company expects that any such change that it makes would be in the long-term best economic interest of the Company.

The Company could experience adverse publicity, harm to its brand, reduced travel demand and potential tort liabilityfrequently as a result of negative perception of the environmental impact of air travel or fly on an accident, catastrophe,airline based on carriers' GHG emissions or incident involvingwhich carrier they perceive as operating in a manner that is more sustainable to the climate, which presents both a challenge and an opportunity for the Company and is why the Company is resolute in attaining its aircraftmid-term and long-term climate goals; if this trend materializes, the Company's results of operations could be adversely impacted and those impacts could be exacerbated if the Company fails to meet or properly report on its operations,climate change goals and commitments. Moreover, we could also be subject to climate litigation, as groups, individuals, and governmental authorities affected by climate change seek to recover climate-related damages from entities they perceive as being partially responsible for human-induced climate change because of the aircraftemission of GHGs from their operations.

The Company's key pathways to achieving its climate goals include investing in and using more SAF, reducing its conventional jet fuel consumption and working with strategic partners to advance the future of more sustainable flight. The Company has been able to increase its purchases of SAF in recent years due to its corporate customers' funding of the price premium for SAF through the Company's Eco-Skies Alliance, but the willingness of corporate customers to assist the Company in covering the price premium for SAF in the future could decrease, including based on economic factors or operationsconcerns regarding the validity of a book and claim approach for claiming the emissions reductions from SAF, or emerging SAF certification schemes developed by non-governmental organizations or practices whereby corporate customers purchase the environmental attributes from SAF directly from fuel producers, bypassing the airlines.
The Company may incur substantial costs and operational disruptions as a result of both its regional carriersphysical risks (such as extreme weather conditions or rising sea levels) and transition risks (such as regulatory or technological changes) associated with climate change. Climate change is expected to increase the aircraft or operationsfrequency, severity, unpredictability and duration of its codeshare partners,severe weather events and other natural cycles and could affect travel demand as well as result in increases in delays and cancellations, turbulence-related injuries and fuel consumption to avoid such weather, any of which maycould result in a material adverse effect onsignificant loss of revenue and higher costs. In addition, certain of our operations and facilities around the Company’s resultsworld are in locations that may be impacted by the physical impacts of operations or financial position.

An accident, catastrophe, or incident involving an aircraft thatclimate change and we could incur significant costs to improve the Company operates, or an aircraft that is operated by a codeshare partner or oneclimate resiliency of our infrastructure and supply chain and otherwise prepare for, respond to, and mitigate the Company’s regional carriers, or an incident involving the Company’s operations, could have a material adverse effect on the Company if such accident, catastrophe, or incident created a public perception that the Company’s operations, or the operationseffects of its codeshare partners or regional carriers,climate change. We are not safeable to reasonably predict the future materiality of any potential losses or reliable, or are less safe or reliable than other airlines. Such public perception could, in turn, result in adverse publicitycosts associated with the effects of climate change.

See Part I, Item 1. Business—Industry Regulation—Environmental Regulation, of this report for additional information on environmental regulation impacting the Company, cause harm to the Company’s brandCompany.
Market, Liquidity, Accounting and reduce travel demand on the Company’s flights, or the flights of its codeshare partners or regional carriers.

In addition, any such accident, catastrophe, or incident could expose the Company to significant tort liability. Although the Company currently maintains liability insurance in amounts and of the type the Company believes to be consistent with industry practice to cover damages arising from any such accident or catastrophe, and the Company’s codeshare partners and regional carriers carry similar insurance and generally indemnify the Company for their operations, if the Company’s liability exceeds the applicable policy limits or the ability of

Financial Risks

another carrier to indemnify it, the Company could incur substantial losses from an accident, catastrophe or incident which may result in a material adverse effect on the Company’s results of operations or financial position.

If we experience changes in, or are unable to retain, our senior management team or other key employees, our operating results could be adversely affected.

Much of our future success depends on the continued availability of skilled personnel with industry experience and knowledge, including our senior management team and other key employees. If we are unable to attract and retain talented, highly qualified senior management and other key employees, or if we are unable to effectively provide for the succession of senior management, our business may be adversely affected.

High and/or volatile fuel prices or significant disruptions in the supply of aircraft fuel could have a material adverse impact on the Company’sCompany's strategic plans, operating results, financial positioncondition and liquidity.

Aircraft fuel is critical to the Company’sCompany's operations and is one of its singleour largest operating expenses. During the year ended December 31, 2023, the Company's fuel expense was approximately $12.7 billion. The timely and adequate supply of fuel to meet operational demand depends on the continued availability of reliable fuel supply sources as well as related service and delivery infrastructure. Although the Company has some ability to cover short-term fuel supply and infrastructure disruptions at some major demand locations, it depends significantly on the continued performance of its vendors and service providers to maintain supply integrity. Consequently, the Company can neither predict nor guarantee the continued timely availability of aircraft fuel throughout the Company’sCompany's system. The Company generally sources fuel at prevailing market prices.

Aircraft fuel has historically been the Company’sCompany's most volatile operating expense due to the highly unpredictable nature of market prices for fuel. MarketThe Company generally sources fuel at prevailing market prices, for aircraft fuelwhich have historically fluctuated substantially in short periods of time and continue to be highly volatile due to a dependence on a multitude of unpredictable factors beyond the Company’s control. These factors includeCompany's control, including changes in global crude oil prices, the balance between aircraft fuel supply and demand, natural disasters, prevailing inventory levels and fuel production and transportation infrastructure. Prices of fuel are also impacted by indirect factors, that may potentially impact fuel supply or demand balance, such as geopolitical events, economic growth indicators, fiscal/monetary policies, fuel tax policies, changes in regulations, environmental concerns and financial investments in energy markets. Both actual changes in these factors, as well as changes in related market expectations, of these factors can potentially drive rapid changes in fuel price levelsprices in short periods of time.

Rising fuel

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prices can also lead to constraints on the Company's regional partners, reduced capital available for other spending or other outcomes that could adversely impact the Company.
Given the highly competitive nature of the airline industry, the Company historically had limited ability to, and may not be able to in the future, increase its fares and fees sufficiently to offset the full impact of increases in fuel prices, especially if these increases are significant, rapid and sustained. Further, any such fare andor fee increasesincrease may not be sustainable, may reduce the general demand for air travel and may also eventually impact the Company’sCompany's operations, strategic growth and investment plans for the future. In addition, decreases in fuel prices for an extended period of time may result in increased industry capacity, increased competitive actions for market share and lower fares or surcharges in general.surcharges. If fuel prices were to then subsequently rise quickly, there may be a lag between the rise in fuel prices and any improvement of the revenue environment.

To protect against increases in

The Company does not currently hedge its future fuel requirements. However, to the market prices of fuel,extent the Company maydecides to start a hedging program to hedge a portion of its future fuel requirements. However, the Company’srequirements, such hedging program may not be successful in mitigating higher fuel costs and any price protection provided may be limited due to the choice of hedging instruments and market conditions, including breakdown of correlation between hedging instrument and market price of aircraft fuel and failure of hedge counterparties. To the extent that the Company decides to hedge a portion of its future fuel requirements and usesuse hedge contracts that have the potential to create an obligation to pay upon settlement if fuel prices decline significantly, such hedge contracts may limit the Company’sCompany's ability to benefit fully from lower fuel costsprices in the future. If fuel prices decline significantly from the levels existing at the time the Company enters into a hedge contract, the Company may be required to post collateral (margin) beyond certain thresholds. There can be no assurance that the Company’sCompany's hedging arrangements, willif any, would provide any particular level of protection against rises in fuel prices or that its counterparties will be able to perform under the Company’sCompany's hedging arrangements.

Additionally, deterioration in the Company’sCompany's financial condition could negatively affect its ability to enter into new hedge contracts in the future.

Union disputes, employee strikes or slowdowns, and other labor-related disruptions could adversely affect the Company’s operations and could result in increased costs that impair its financial performance.

United is a highly unionized company. As of December 31, 2017, the Company and its subsidiaries had approximately 89,800 active employees, of whom approximately 80% were represented by various U.S. labor organizations.

There is a risk that unions or individual employees might pursue judicial or arbitral claims arising out of changes implemented as a result of the Company entering into collective bargaining agreements with its represented employee groups. There is also a possibility that employees or unions could engage in job actions such as slowdowns,work-to-rule campaigns, sick-outs or other actions designed to disrupt the Company’s normal operations, in an attempt to pressure the Company in collective bargaining negotiations. Although the RLA makes such actions unlawful until the parties have been lawfully released to self-help, and the Company can seek injunctive relief against premature self-help, such actions can cause significant harm even if ultimately enjoined. In addition, collective bargaining agreements with the Company’s represented employee groups increase the Company’s labor costs, which increase could be material for any applicable reporting period.

An outbreak of a disease or similar public health threat could have a material adverse impact on the Company’s business, financial position and results of operations.

An outbreak of a disease or similar public health threat that affects travel demand, travel behavior, or travel restrictions could have a material adverse impact on the Company’s business, financial condition and results of operations.

Extensive government regulation could increase the Company’s operating costs and restrict its ability to conduct its business.

Airlines are subject to extensive regulatory and legal oversight. Compliance with U.S. and international regulations imposes significant costs and may have adverse effects on the Company. Laws, regulations, taxes and airport rates and charges, both domestically and internationally, have been proposed from time to time that could significantly increase the cost of airline operations or reduce airline revenue.

United provides air transportation under certificates of public convenience and necessity issued by the DOT. If the DOT altered, amended, modified, suspended or revoked these certificates, it could have a material adverse effect on the Company’s business. The FAA regulates the safety of United’s operations. United operates pursuant to an air carrier operating certificate issued by the FAA. In 2014, the FAA’s more stringent pilot flight and duty time requirements under Part 117 of the Federal Aviation Regulations took effect, which has increased costs for all carriers. Additionally, minimum qualifications took effect for air carrier first officers. These regulations will continue to impact the industry and the Company for years to come, as they have caused mainline airlines to hire regional pilots, while simultaneously significantly reducing the pool of new pilots from which regional carriers themselves can hire. Although this is an industry issue, it directly affects the Company and requires it to reduce regional partner flying, as several regional partners have experienced difficulty flying their schedules due to reduced pilot availability. From time to time, the FAA also issues orders, airworthiness directives and other regulations relating to the maintenance and operation of aircraft that require material expenditures or operational restrictions by the Company. These FAA orders and directives could include the temporary grounding of an entire aircraft type if the FAA identifies design, manufacturing, maintenance or other issues requiring immediate corrective action. These FAA directives or requirements could have a material adverse effect on the Company.

In 2018, the U.S. Congress will continue to consider legislation to reauthorize the FAA, which encompasses all significant aviation tax and policy related issues. As with previous reauthorization legislation, the U.S. Congress may consider a range of policy changes that could impact the Company’s operations and costs.

In addition, the Company’s operations may be adversely impacted due to the existing antiquated ATC system utilized by the U.S. government. During peak travel periods in certain markets, the current ATC system’s inability to handle ATC demand has led to short-term capacity constraints imposed by government agencies and resulted in delays and disruptions of air traffic. In addition, the current system will not be able to effectively handle projected future air traffic growth. Imposition of these ATC constraints on a long-term basis may have a material adverse effect on the Company’s operations. Failure to update the ATC system in a timely manner, and the substantial funding requirements of a modernized ATC system that may be imposed on air carriers may have an adverse impact on the Company’s financial condition or results of operations.

Access to landing andtake-off rights, or “slots,” at several major U.S. airports and many foreign airports served by the Company are, or recently have been, subject to government regulation. Certain of the Company’s major hubs are among the most congested airports in the United States and have been or could be the subject of regulatory action that might limit the number of flights and/or increase costs of operations at certain times or throughout the day. The FAA may limit the Company’s airport access by limiting the number of departure and arrival slots at high density traffic airports, which could affect the Company’s ownership and transfer rights, and local airport authorities may have the ability to control access to certain facilities or the cost of access to their facilities, which could have an adverse effect on the Company’s business. The FAA historically has taken actions with respect to airlines’ slot holdings that airlines have challenged; if the FAA were to take actions that adversely affect the Company’s slot holdings, the Company could incur substantial costs to preserve its slots or may lose slots. If slots are eliminated at an airport, or if the number of hours of operation governed by slots is reduced at an airport, the lack of controls on takeoffs and landings could result in greater congestion both at the affected airport or in the regional airspace (e.g., the New York City metropolitan region airspace) and could significantly impact the Company’s operations. Further, the Company’s operating costs at airports, including the Company’s major hubs, may increase significantly because of capital improvements at such airports that the Company may be required to fund, directly or indirectly. Such costs could be imposed by the relevant airport authority without the Company’s approval and may have a material adverse effect on the Company’s financial condition.

Many aspects of the Company’s operations are also subject to increasingly stringent federal, state, local and international laws protecting the environment. Future environmental regulatory developments, such as climate change regulations in the United States and abroad could adversely affect operations and increase operating costs in the airline industry. In addition, there is the potential for additional regulatory actions in regard to the emission of GHGs by the aviation industry. The precise nature of future requirements and their applicability to the Company are difficult to predict, but the financial impact to the Company and the aviation industry would likely be adverse and could be significant.

See Part I, Item 1, Business—Industry Regulation, of this report for additional information on government regulation impacting the Company.

Extensive government regulation on international routes could restrict the Company’s ability to conduct its business and have a material adverse effect on the Company’s financial position and results of operations.

The ability of carriers to operate flights on international routes between the United States and other countries may be subject to change. Applicable arrangements between the United States and foreign governments may be amended from time to time, government policies with respect to airport operations may be revised, and the availability of appropriate slots or facilities may change. The Company currently operateshas a numbersignificant amount of flights on international routes under government arrangements, regulations or policies that designate the number of carriers permitted to operate on such routes, the capacity of the carriers providing services on such routes, the airports at which carriers may operate international flights, or the number of carriers allowed access to particular airports. Any further limitations, additions or modifications to such arrangements, regulations or policies could have a material adverse effect on the Company’s financial positionleverage from fixed obligations and results of operations. Additionally, a change in law, regulation or policy for any of the Company’s international routes, such as Open Skies, could have a

material adverse impact on the Company’s financial position and results of operations and could result in the impairment of material amounts of related tangible and intangible assets. In addition, competition from revenue-sharing joint ventures and other alliance arrangements by and among other airlines could impair the value of the Company’s business and assets on the Open Skies routes. The Company’s plans to enter into or expand U.S. antitrust immunized alliances and joint ventures on various international routes are subject to receipt of approvals from applicable U.S. federal authorities and obtaining other applicable foreign government clearances or satisfying the necessary applicable regulatory requirements. There can be no assurance that such approvals and clearances will be granted or will continue in effect upon further regulatory review or that changes in regulatory requirements or standards can be satisfied.

See Part I, Item 1, Business—Industry Regulation, of this report for additional information on government regulation impacting the Company.

The airline industry may undergo further change with respect to alliances and joint ventures or due to consolidations, any of which could have a material adverse effect on the Company.

The Company faces and may continue to face strong competition from other carriers due to the modification of alliances and formation of new joint ventures. Carriers may improve their competitive positions through airline alliances, slot swaps and/or joint ventures. Certain types of airline joint ventures further competition by allowing multiple airlines to coordinate routes, pool revenues and costs, and enjoy other mutual benefits, achieving many of the benefits of consolidation. “Open Skies” agreements, including the agreements between the United States and the EU and between the United States and Japan, may also give rise to better integration opportunities among international carriers. Movement of airlines between current global airline alliances could reduce joint network coverage for members of such alliances while also creating opportunities for joint ventures and bilateral alliances that did not exist before such realignment. There is ongoing speculation that further airline and airline alliance consolidations or reorganizations could occur in the future, especially if new “Open Skies” agreements between Brazil and the United States are fully implemented. The Company routinely engages in analysis and discussions regarding its own strategic position, including current and potential alliances, asset acquisitions and divestitures and may have future discussions with other airlines regarding strategic activities. If other airlines participate in such activities, those airlines may significantly improve their cost structures or revenue generation capabilities, thereby potentially making them stronger competitors of the Company and potentially impairing the Company’s ability to realize expected benefits from its own strategic relationships.

Insufficientinsufficient liquidity may have a material adverse effect on the Company’sCompany's financial positioncondition and business.

The Company has a significant amount of financial leverage from fixed obligations, including aircraft lease and debt financings, leases of airport property, secured bonds, secured loan facilities and other facilities, and other material cash obligations. In addition, the Company has substantial noncancelable commitments for capital expenditures, including for the acquisition of new aircraft and related spare engines.

Although the Company’s cash flows from operations and its available capital, including the proceeds from financing transactions, have been sufficient to meet these obligations and commitments to date, the Company’s future liquidity could be negatively affected by the risk factors discussed in this report, including, but not limited to, substantial volatility in the price of fuel, adverse economic conditions, disruptions in the global capital markets and catastrophic external events.

If the Company’sCompany's liquidity is materially diminished, due to the various risk factors noted in this report,Company's substantial level of indebtedness, the Company's non-investment grade credit ratings and the lack of availability of Company assets as collateral for loans or otherwise,other indebtedness may make it difficult for the Company mightto raise additional capital if needed to meet its liquidity needs on acceptable terms, or at all, and the Company may not be able to timely pay its leases and debts or comply with certain operating and financialmaterial provisions of its contractual obligations, including covenants under its financing and credit card processing agreements.

In addition to the foregoing, the degree to which we are leveraged could have important consequences to holders of our securities, including the following: (1) we must dedicate a substantial portion of cash flow from operations to the payment of principal and interest on applicable indebtedness, which, in turn, reduces funds available for operations and capital expenditures; (2) our flexibility in planning for, or reacting to, changes in the markets in which we compete may be limited; (3) we may be at a competitive disadvantage relative to our competitors with less indebtedness; (4) we are rendered more vulnerable to general adverse economic and industry conditions; (5) we are exposed to increased interest rate risk given that a portion of our indebtedness obligations are at variable interest rates; and (6) our credit ratings may be reduced and our debt and equity securities may significantly decrease in value.
See Part II, Item 7., Management's Discussion and Analysis of Financial Condition and Results of Operations, of this report for additional information regarding the Company's liquidity.
Agreements governing our debt include financial and other covenants. Failure to comply with these covenants could result in events of default.
Our financing agreements or withinclude various financial and other material provisions of its contractual obligations.covenants. Certain of these covenants require the CompanyUAL or United, as applicable, to maintain minimum liquidity and/or minimum collateral coverage ratios. The Company’sUAL's or United’sUnited's ability to comply with these covenants may be affected by events beyond its control, including the overall industry revenue environment, the level of fuel costs and the appraised value of the collateral.

In addition, our financing agreements contain other negative covenants customary for such financings. If the Company does not timely pay its leases and debts orwe fail to comply with suchthese covenants and are unable to remedy or obtain a variety of adverse consequences could result. These potential adverse consequences includewaiver or amendment, an increase of required reserves under credit card processing agreements, withholding of credit card sale proceeds by its credit card service providers, loss of undrawn lines of credit, the occurrence of one or more eventsevent of default underwould result.

If an event of default were to occur, the relevant agreements, the acceleration of the maturity of debt and/or the exercise oflenders could, among other remedies by its creditorsthings, declare outstanding amounts immediately due and equipment lessors that could result in a material adverse effect on the Company’s financial position and results of operations. The Company cannot provide assurance that it would have sufficient liquidity to repay or refinance such debt if it were accelerated.payable. In addition, an event of default or declaration of acceleration of debt under certain of itsone financing agreementsagreement could also result in one or more eventsan
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event of default under certainother of the Company’s otherour financing agreements due to cross defaultcross-default and crosscross-acceleration provisions. The acceleration provisions.

Furthermore, insufficient liquidity may limitof significant amounts of debt could require us to renegotiate, repay or refinance the Company’s abilityobligations under our financing arrangements, and there can be no assurance that we will be able to withstand competitive pressures and downturns in the travel business and the economy in general.

The Company’s substantial level of indebtedness andnon-investment grade credit rating, as well as market conditions and the availability of assets as collateral for loans or other indebtedness, may make it difficult for the Company to raise additional capital if needed to meet its liquidity needsdo so on acceptablecommercially reasonable terms or at all.

See Part II, Item 7, Management’s Discussion

The MileagePlus Financing agreements in particular contain stringent covenants, limit our flexibility to manage our capital structure and Analysislimit our ability to make financial and operational changes to the MileagePlus program. If we were to default under the MileagePlus Financing agreements, the lenders' exercise of Financial Condition and Resultsremedies could result in our loss of Operations, of this report for additional information regarding the Company’s liquidity.

Increases in insurance costs or reductions in insurance coverage may materially and adversely impact the Company’sMileagePlus program, which would have a material adverse effect on our business, results of operations and financial condition.

As a result we may take actions to ensure that the MileagePlus Financing debt is satisfied or that the lenders' remedies under such debt are not exercised, potentially to the detriment of our other creditors.

The Company's ability to use its net operating loss carryforwards and certain other tax attributes to offset future taxable income for U.S. federal income tax purposes may be significantly limited due to various circumstances, including certain possible future transactions involving the sale or issuance of UAL common stock, or if taxable income does not reach sufficient levels.
As of December 31, 2023, UAL reported consolidated U.S. federal net operating loss ("NOL") carryforwards of approximately $12.0 billion. The Company's ability to use its NOL carryforwards and certain other tax attributes will depend on the amount of taxable income it generates in future periods and, as a result, certain of the Company's NOL carryforwards and other tax attributes may expire before it can generate sufficient taxable income to use them in full. In addition, the Company's ability to use its NOL carryforwards and certain other tax attributes to offset future taxable income may be limited if it experiences an "ownership change" as defined in Section 382 of the Internal Revenue Code of 1986, as amended. Potential future transactions involving the sale or issuance of UAL common stock may increase the possibility that the Company will experience a future "ownership change" under Section 382. Such transactions may include the exercise of warrants issued in connection with the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") programs, the issuance of UAL common stock for cash, the conversion of any future convertible debt, the repurchase of any debt with the Company's common stock, the acquisition or disposition of any stock by a stockholder owning 5% or more of the outstanding shares of UAL common stock, or a combination of the foregoing.
The Company could be exposedhas established a tax benefits preservation plan (the "Plan") in order to significant liability or loss ifpreserve the Company's ability to use its property or operations wereNOLs and certain other tax attributes to be affected by a natural catastrophe or other event, including aircraft accidents. The Company maintains insurance policies, including, but not limited to, terrorism, aviation hull and liability, workers’ compensation and property and business interruption insurance, but we are not fully insured against allreduce potential hazards and risks incident to our business. Iffuture income tax obligations. On December 4, 2023, the Company entered into an amendment to extend the Plan until December 4, 2026, subject to stockholder approval at the Company's 2024 annual meeting of stockholders. The Plan is unabledesigned to obtain sufficient insurance with acceptable terms or ifreduce the coverage obtained is insufficient relative to actual liability or losseslikelihood that the Company experiences whetheran "ownership change" by deterring certain acquisitions of Company securities. There is no assurance, however, that the deterrent mechanism in the Plan will be effective, and such acquisitions may still occur. In addition, the Plan may adversely affect the marketability of UAL common stock by discouraging existing or potential investors from acquiring UAL common stock or additional shares of UAL common stock because any non-exempt third party that acquires 4.9% or more of the then-outstanding shares of UAL common stock would suffer substantial dilution of its ownership interest in the Company.
The Company may never realize the full value of its intangible assets or its long-lived assets causing it to record impairments that may negatively affect its financial condition and operating results.
In accordance with applicable accounting standards, the Company is required to test its indefinite-lived intangible assets for impairment on an annual basis, or more frequently where there is an indication of impairment, and certain of its other assets for impairment where there is any indication that an asset may be impaired. The Company may be required to recognize losses in the future due to, insurance market conditions, policy limitationsamong other factors, extreme fuel price volatility, tight credit markets, government regulatory changes, decline in the fair values of certain tangible or intangible assets, such as our aircraft, route authorities, airport slots and exclusionsfrequent flyer database, unfavorable trends in historical or otherwise, itsforecasted results of operations and cash flows and an uncertain economic environment, as well as other uncertainties. 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. The Company can provide no assurance that a material impairment loss of tangible or intangible assets will not occur in a future period.
The price of our common stock may fluctuate significantly.
The closing price for our common stock has varied between a high of $57.61 and a low of $33.90 in the year ended December 31, 2023. Volatility in the market price of our common stock may prevent holders from selling shares at or above the prices paid for them. The market price of our common stock could fluctuate significantly for various reasons which include: the market reaction to events like the COVID-19 pandemic and our responses thereto; changes in the prices or availability of oil or jet fuel; our quarterly or annual earnings or those of other companies in our industry; changes in our earnings or recommendations by research analysts who track our common stock or the stock of other airlines; the public's reaction to our
32

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 condition could be materiallymarkets 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 adversely affected.

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.
The Company’sCompany's operating results of operations fluctuate due to seasonality and other factors associated with the airline industry.

industry, many of which are beyond the Company's control.

Due to greater demand for air travel during the spring and summer months, revenues in the airline industry in the second and third quarters of the year are generally stronger than revenues in the first and fourth quarters of the year, which are periods of lower travel demand. The Company’sCompany's operating results of operations generally reflect this seasonality but have also been impacted by numerous other factors that are not necessarily seasonal, including, among others, the imposition of excise and similar taxes, extreme or severe weather, outbreaks of disease, public health issues (including global health epidemics or pandemics, such as the COVID-19 pandemic, as well as the potential increased government restrictions and regulation), ATC congestion, geological events, political instability, terrorism, natural disasters, changes in the competitive environment due to industry consolidation, tax obligations, general economic conditions and other factors.factors, as well as related consumer perceptions. Such factors have adversely affected, and could in the future adversely affect, the Company. As a result, the Company’sCompany's quarterly operating results are not necessarily indicative of operating results for an entire year and historical operating results in a quarterly or annual period are not necessarily indicative of future operating results.

Increases in insurance costs or inadequate insurance coverage may materially and adversely impact our business, operating results and financial condition.
The Company may never realize the full value of its intangible assets or its long-lived assets causing itmaintains insurance policies, including, but not limited to, record impairments that may negatively affect its financial positionterrorism, aviation hull and results of operations.

In accordance with applicable accounting standards,liability, workers' compensation and property and business interruption insurance, but we are not fully insured against all potential hazards and risks incident to our business. If the Company is requiredunable to test its indefinite-lived intangible assets for impairment on an annual basis, or more frequently if conditions indicate that an impairment may have occurred. In addition,obtain sufficient insurance with acceptable terms, the Company is required to test certaincosts of its other assets for impairment if conditions indicate that an impairment may have occurred.

The Company may be required to recognize impairments in the future due to, among other factors, extreme fuel price volatility, tight credit markets, a decline in the fair value of certain tangible or intangible assets, unfavorable trends in historical or forecasted results of operations and cash flows and an uncertain economic environment, as well as other uncertainties. The Company can provide no assurance that a material impairment charge of tangible or intangible assets will not occur in a future period. The value of the Company’s aircraft could be impacted in future periods by changes in supply and demand for these aircraft. Such changes in supply and demand for certain aircraft types could result from grounding of aircraft by the Company or other carriers. An impairment charge could have a material adverse effect on the Company’s financial position and results of operations.

The Company’s ability to use its net operating loss carryforwards to offset future taxable income for U.S. federal income tax purposes may be significantly limited due to various circumstances, including certain possible future transactions involving the sale or issuance of UAL common stock,such insurance increase materially, or if taxable income does not reach sufficient levels.

As of December 31, 2017, UAL reported consolidated federal net operating loss (“NOL”) carryforwards of approximately $2.4 billion.

The Company’s abilitythe coverage obtained is unable to use its NOL carryforwards may be limited if it experiences an “ownership change” as defined in Section 382 (“Section 382”) of the Internal Revenue Code of 1986, as amended (the “Code”). An ownership change generally occurs if certain stockholders increase their aggregate percentage ownership of a corporation’s stock by more than 50 percentage points over their lowest percentage ownership at any time during the testing period, whichpay or is generally the three-year period preceding any potential ownership change.

There is no assuranceinsufficient relative to actual liability or losses that the Company will not experience a future ownership change under Section 382 that may significantly limitexperiences, whether due to insurance market conditions, policy limitations and exclusions or possibly eliminate its ability to use its NOL carryforwards. Potential future transactions involving the sale or issuance of UAL common stock, including the exercise of conversion options under the terms of any convertible debt that UAL may issue in the future, the repurchase of such debt with UAL common stock, any issuance of UAL common stock for cash,otherwise, our business, operating results and the acquisition or disposition of such stock by a stockholder owning 5% or more of UAL common stock, or a combination of such transactions, may increase the possibility that the Company will experience a future ownership change under Section 382.

Under Section 382, a future ownership change would subject the Company to additional annual limitations that apply to the amount ofpre-ownership change NOLs that may be used to offset post-ownership change taxable income. This limitation is generally determined by multiplying the value of a corporation’s stock immediately before the ownership change by the applicable long-termtax-exempt rate. Any unused annual limitation may, subject to certain limits, be carried over to later years, and the limitation may, under certain circumstances, be increased bybuilt-in gains in the assets held by such corporation at the time of the ownership change. This limitation could cause the Company’s U.S. federal income taxes to be greater, or to be paid earlier, than they otherwise would be, and could cause all or a portion of the Company’s NOL carryforwards to expire unused. Similar rules and limitations may apply for state income tax purposes. The Company’s ability to use its NOL carryforwards will also depend on the amount of taxable income it generates in future periods. The Company’s NOL carryforwards may expire before it can generate sufficient taxable income to use them in full.

The final impacts of the Tax Cuts and Jobs Actfinancial condition could be materially different from our current estimates.

On December 22, 2017, the Tax Cuts and Jobs Act was signed into law (the “Tax Act”). The Tax Act introduced significant changes to the Code. We continue to examine the impact the Tax Act may have on our business. Notwithstanding the reduction in the federal corporate income tax rate as a result of Tax Act, the estimated impact of the new law is based on management’s current knowledge and assumptions and recognized impacts could be materially different from current estimates based upon our further analysis of the new law.

Our significant investments in airlines in other parts of the world and the commercial relationships that we have with those carriers may not produce the returns or results we expect.

An important part of our strategy to expand our global network includes making significant investments in airlines in other parts of the world and expanding our commercial relationships with these carriers. In 2015, we made a $100 million investment in Azul Linhas Aéreas Brasileiras S.A. (“Azul”) and enhanced our commercial arrangements with Azul. We expect to continue exploring similarnon-controlling investments in, and entering into joint ventures, commercial agreements, loan transactions and strategic alliances with, other carriers as part of our global business strategy. These transactions and relationships (including our strategic partnership with, and investment in, Azul) involve significant challenges and risks, including that we may not realize a satisfactory return on our investment, that we may not receive repayment of invested funds, that they may distract management from our operations or that they may not generate the expected revenue synergies. These events could have a material adverse effect on our operating results or financial condition.

In addition, we are dependent on these other carriers for significant aspects of our network in the regions in which they operate. While we work closely with these carriers, we do not have control over their operations or business methods. We may be subject to consequences from any improper behavior of joint venture partners, including for failure to comply with anti-corruption laws such as the U.S. Foreign Corrupt Practices Act. Furthermore, our relationships with these carriers may be subject to the laws and regulations ofnon-U.S. jurisdictions in which these carriers are located or conduct business. Any political or regulatory change in these jurisdictions that negatively impact or prohibit our arrangements with these carriers could have an adverse effect on our results of operations or financial condition. To the extent that the operations of any of these carriers are disrupted over an extended period of time or their actions subject us to the consequences of failure to comply with laws and regulations, our results of operations may be adversely affected.

ITEM 1B.UNRESOLVED STAFF COMMENTS.

ITEM 1B.    UNRESOLVED STAFF COMMENTS.
None.

ITEM 1C.    CYBERSECURITY.
Board and Management Oversight of Cybersecurity Risks
The Company considers management of cybersecurity and digital risk as essential for enabling success. The Audit Committee (the "Audit Committee") of the Board provides oversight of the Company's risk assessment and risk management policies and strategies with respect to significant business risks, including cybersecurity and digital risk. On a regular basis, the Audit Committee receives reports from the Company's Chief Information Security Officer ("CISO") or her representative(s) regarding the identification and management of cybersecurity risks, including when applicable, notable cybersecurity threats or incidents impacting the aviation sector or the Company, results of independent third-party assessments of the Company's cybersecurity program, key metrics, capabilities, resourcing and strategy regarding the Company's cybersecurity program and updates related to cybersecurity regulatory developments.
The Company's CISO leads the Cybersecurity and Digital Risk ("CDR") organization, which oversees the approach to identifying and managing cybersecurity and digital risk. The Company's current CISO has extensive technology and risk management experience in critical infrastructure sectors and is qualified as a boardroom certified technology expert by the Digital Directors Network. She serves on the U.S. President's National Infrastructure Advisory Council, examining and providing recommendations related to cross-sector critical infrastructure security and resilience. She serves on the board of directors of the Internet Security Alliance, has served, and continues to serve, as Chair of the Cybersecurity Council at Airlines for America, and has served as Chair and is currently a member of the board of directors of the Aviation Information Sharing
33

and Analysis Center (A-ISAC). The CDR organization includes teams focusing on Cyber Defense, Identity & Digital Trust, and Secure Product Solutions & Aircraft Cybersecurity Operations. The teams include individuals with a broad array of cybersecurity expertise, including experience in offensive cybersecurity; application cybersecurity; product cybersecurity; cloud cybersecurity; infrastructure cybersecurity; cybersecurity systems; engineering and architecture; information technology cybersecurity; operational technology cybersecurity; identity and access management; vulnerability and asset management; cybersecurity threat intelligence; cybersecurity regulatory compliance; digital fraud; digital trust; incident response; insider threat assessment; and aircraft cybersecurity.
The Company's senior leadership, including the Safety, Legal, Government Affairs, Operations, Aviation Security, Finance, Communications and Digital Technology functions, as well as others as needed, support the CDR and contribute to the management of cybersecurity and digital risk by attending regular cybersecurity risk reviews and participating in cybersecurity drills.
Cybersecurity Risk Management and Strategy
The Company established a risk-based strategy informed by guiding principles from industry standard cybersecurity and risk management frameworks, such as those published by the National Institute of Standards and Technology (NIST). The Company's cybersecurity risk management framework is integrated with the Company's Enterprise Risk Management ("ERM") process that is subject to oversight by the Board. Cybersecurity risks are one of the key risks regularly evaluated, assessed and monitored as part of the Company's overall ERM process.
As part of its risk-based strategy, the Company maintains appropriate technical and organizational measures and regularly reviews the appropriateness of those controls considering changes to the technical or regulatory environment. The Company also regularly incorporates cybersecurity awareness training into employee communications, engagement and training activities. The Company participates in various information sharing organizations to timely share and receive threat information, thereby improving the collective defense of the aviation and other critical infrastructure sectors. The Company regularly seeks opportunities to improve its capabilities, including through cybersecurity trainings and skill development programs for its CDR members.
The Company utilizes a variety of third parties in connection with its cybersecurity risk management. For example, the Company uses the U.S. Department of Homeland Security's Cybersecurity and Infrastructure Security Agency's Known Exploitable Vulnerabilities Catalog, the MITRE Corporation's Common Vulnerabilities and Exposures database and other threat intelligence portals and feeds to identify vulnerabilities. The Company also employs third-party cybersecurity companies to add capacity or expertise when necessary. Additionally, regular assessments of the Company's cybersecurity program are conducted by independent third-party assessors.
The Company is subject to cybersecurity risks related to its business partners and third-party service providers, as further detailed under the heading "Increasing privacy, data security and cybersecurity obligations or a significant data breach may adversely affect the Company's business" included as part of our risk factor disclosures in Part I, Item 1A. of this report. To manage these risks, the Company has integrated third-party incidents into its cybersecurity incident response processes. The Company also conducts evaluations and assessments of key suppliers based on risk and seeks to incorporate appropriate measures to manage the risk. The Company also regularly monitors the external cybersecurity posture of thousands of third parties through various service providers.
Crucially, the Company, or its third-party service providers it may rely on, may not be able to design or implement technical or organizational controls comprehensively, consistently or effectively as intended to protect the confidentiality, integrity or availability of systems and data. Because the Company utilizes a risk-based strategy, based on professional judgment and analysis of the risks, it is possible that the Company may underappreciate or not recognize a specific risk. Moreover, even the best designed and implemented security controls may not eliminate cybersecurity incidents.
Cybersecurity Incident Management
The CDR organization uses a variety of prevention and detection tools and other resources to identify potential cybersecurity incidents. When a cybersecurity incident is identified, CDR's incident response team engages with the appropriate subject matter experts, the relevant management of impacted organization(s) and others to analyze, contain, eradicate, mitigate, and recover from the incident as applicable. Throughout the incident response process, CDR leadership, the CISO and the Company's Chief Legal Officer are informed and consulted. As appropriate, incidents are escalated for review by the Senior Leader Crisis Team (the "SLCT"), which consists of cross-functional leaders of the Company. A subgroup of the Company's Disclosure Council assesses the information reviewed by the SLCT and makes a recommendation regarding the cybersecurity incident's materiality to the full Disclosure Council and subsequently to the Audit Committee. Additionally, the CDR organization has frequent operating rhythms to, among other things, review cybersecurity incidents and track the progress of
34

cybersecurity initiatives. The SLCT also meets according to regular operating rhythms to review cybersecurity incidents and stay informed of evolving cybersecurity risks.
The Company faces risks from cybersecurity threats, including as a result of any cybersecurity incidents, that could have materially affected or are reasonably likely to materially affect its business strategy, results of operations, and financial condition, cash flows or reputation. Although to our knowledge such risks have not materially affected us in the last three fiscal years, from time to time the Company has experienced and will continue to experience cybersecurity incidents, whether directly or through our supply chain or other channels, in the normal course of its business. 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 business" and "Increasing privacy and data security obligations or a significant data breach may adversely affect the Company's business" included as part of our risk factor disclosures in Part I, Item 1A. of this Form 10-K.
ITEM 2.PROPERTIES.

Fleet

Including aircraft operated by United’s regional carriers, United’s fleet consisted of 1,262 aircraft as

ITEM 2.    PROPERTIES.
Fleet.As of December 31, 2017,2023, United's mainline and regional fleets consisted of the detailsfollowing:
Aircraft TypeTotalOwnedLeasedSeats in Standard Configuration Average Age
(In Years)
Mainline: 
777-300ER22 22 — 350 6.0 
777-200ER55 54 276-36223.8 
777-20019 19 — 364 26.5 
787-1021 21 — 318 3.2 
787-938 34 257 6.3 
787-812 12 — 243 10.5 
767-400ER16 16 — 231 22.3 
767-300ER37 37 — 167-20327.8 
757-30021 21 — 234 21.3 
757-20040 39 176 26.9 
737 MAX 979 63 16 179 2.0 
737 MAX 880 34 46 166 1.0 
737-900ER136 136 — 179 11.0 
737-90012 10 179 22.3 
737-800141 119 22 166 19.8 
737-70040 38 126 24.8 
A321neo— 200 0.1 
A320-20091 81 10 150 24.9 
A319-10081 52 29 126 22.1 
Total mainline945 812 133 16.0 
Aircraft TypeTotalOwnedOwned or Leased by Regional CarrierRegional Carrier Operator and Number of AircraftSeats in Standard Configuration
Regional:  
Embraer E175/E175LL189 73 116 SkyWest:
Mesa:
Republic:
90
54
45
70/76
Embraer 17021 — 21 Republic:21 70 
CRJ90026 — 26 Mesa:26 76 
CRJ70019 — 19 SkyWest:19 70 
CRJ55035 33 GoJet:35 50 
CRJ20070 — 70 SkyWest:70 50 
Embraer ERJ 145XR53 53 — CommuteAir:53 50 
Total regional413 128 285 
35

Table of which are presented in the tables below:

Aircraft Type

 Total  Owned  Leased     Seats in Standard
Configuration
  Average Age (In
Years)
 

Mainline:

      

777-300ER

  14     14     —      366     0.7   

777-200ER

  55     40     15      267-269     17.8   

777-200

  19     19     —      364     20.5   

787-9

  21     21     —      252     2.1   

787-8

  12     12     —      219     4.5   

767-400ER

  16     14     2      242     16.3   

767-300ER

  35     22     13      183-214     22.5   

757-300

  21     9     12      213     15.3   

757-200

  56     50     6      142-169     21.7   

737-900ER

  136     136     —      179     5.0   

737-900

  12     8     4      179     16.3   

737-800

  141     77     64      154-166     13.8   

737-700

  40     20     20      118-126     18.8   

A320-200

  99     66     33      150     19.3   

A319-100

  67     50     17      128     16.7   
 

 

 

  

 

 

  

 

 

     

Total mainline

              744     558     186       14.3   
 

 

 

  

 

 

  

 

 

     

Aircraft Type

 Capacity
Purchase
Agreement
Total
      Owned          Leased      Owned or
Leased by
Regional
Carrier
  Regional Carrier
Operator and

Number of
Aircraft
  Seats in Standard
Configuration
 

Regional:

       

Embraer E175

  152     54     —     98     

SkyWest:

Mesa:

Republic:

 

 

 

  

65  

59  

28  

 

 

 

  76   

Embraer 170

  38     —     —     38     Republic:   38     70   

CRJ700

  65     —     —     65     

SkyWest:

GoJet:

Mesa:

 

 

 

  

20  

25  

20  

 

 

 

  70   

CRJ200

  85     —     —     85     

SkyWest:

Air Wisconsin:

 

 

  

55  

30  

 

 

  50   

Embraer ERJ 145 (XR/LR/ER)

  168     29     139     —     

ExpressJet:

Trans States:

CommutAir:

 

 

 

  

  110  

36  

22  

 

 

 

  50   

Q200 (a)

  7     —     —     7     CommutAir:   7     37   

Embraer ERJ 135 (a)

  3     —     3     —     ExpressJet:   3     37   
 

 

 

  

 

 

  

 

 

  

 

 

    

Total regional

  518     83     142     293      
 

 

 

  

 

 

  

 

 

  

 

 

    

Total

  1,262     641     328     293      

 

 

 

 

  

 

 

  

 

 

  

 

 

    

(a) United exited service of both the Q200 and ERJ 135 aircraft types in January 2018.

Contents

In addition to the aircraft presented in the tablestable above, United ownsowned or leasesleased the following regional aircraft listed below as of December 31, 2017:

One owned Boeing767-200, which is being subleased to another airline;2023:
12 owned• 24 CRJ550s, 26 E175/E175LLs and three leased Boeing 747s, which are permanently45 Embraer ERJ 145s that were temporarily grounded; and
11 owned Embraer ERJ 145s, which are temporarily grounded.• 8 CRJ700s awaiting conversion to CRJ550s.

Firm Order and Option Aircraft

Aircraft. As of December 31, 2017,2023, United had firm commitments and options to purchase aircraft from Boeing and Airbus presented in the table below:

Aircraft Type

Number of Firm
Commitments (a)

 Airbus A350

45  

 Boeing 737 MAX

161  

 Boeing777-300ER

4  

 Boeing 787

18  

 (a) United also has options and purchase rights for additional aircraft.

Contractual Aircraft DeliveriesExpected Aircraft Deliveries (b)
Aircraft TypeNumber of Firm
 Commitments (a)
20242025After 202520242025After 2025
787150 18 124 18 125 
737 MAX 843 43 — — 37 — 
737 MAX 934 34 — — 19 15 — 
737 MAX 10277 80 71 126 — (c)(c)
A321neo126 26 38 62 25 24 77 
A321XLR50 — 42 — 49 
A35045 — — 45 — — 45 
(a) United also has options and purchase rights for additional aircraft.
(b) Expected aircraft deliveries reflect adjustments communicated by Boeing and Airbus or estimated by United.
(c) Due to the delay in the certification of the 737 MAX 10 aircraft, we are unable to accurately forecast the expected delivery period.
The aircraft listed in the table above are scheduled for delivery from 2018 through 2027. In 2018, United expects2033. The amount and timing of the Company's future capital commitments could change to take delivery of 10 Boeing 737 MAX aircraft, seven Boeing 787 aircraft and four Boeing777-300ER aircraft. To the extent that: (i) the Company and the aircraft manufacturers, with whom the Company has existing orders for new aircraft, agree to modify the contracts governing those orders,orders; (ii) rights are exercised pursuant to the amount andrelevant agreements to cancel deliveries or modify the timing of deliveries; or (iii) the Company’s future capital commitments could change. Additionally,aircraft manufacturers are unable to deliver in accordance with the Company has entered into a contract to purchase three used Boeing767-300ER aircraft from Hawaiian Airlines, Inc. with expected delivery dates in the second halfterms of 2018. those orders.
See Notes 10 and 13Note 12 to the financial statements included in Part II, Item 8 of this report for additional information.

Facilities

United’s principal facilities relate to

Facilities.United leases of airport facilities, gates, hangar sites, terminal buildings and other airport facilities in the municipalities it serves. United has major terminal facility leases at SFO, Washington Dulles, Chicago O’Hare,IAD, ORD, LAX, Denver, Newark, Houston Bush, Cleveland Hopkins International AirportDEN, EWR, IAH and GuamGUM with expiration dates ranging from 20182024 through 2054.2053. Substantially all of these facilities are leased on anet-rental basis, resulting in the Company’sCompany having financial responsibility for maintenance, insurance and other facility-related expenses and services.

United also maintains administrative, offices, catering, cargo, training, facilities, maintenance facilities and other facilities to support its operations in the cities served.it serves. In addition, United also has multiple leases, which expire from 20182029 through 2029,2033, for its principal executive office and operations center in downtown Chicago and administrative offices in downtown Houston.

ITEM 3.LEGAL PROCEEDINGS.

ITEM 3.    LEGAL PROCEEDINGS.
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 shareholders, as well as government agencies, among others, arising in the ordinary course of business and that have not been fully resolved. Legal proceedings, in general, and securities, class action and multi-district litigation, in particular, can be expensive and disruptive. Some of these suits may purport or may be determined to be class actions and/or involve parties seeking large and/or indeterminate amounts, including punitive or exemplary damages, and may remain unresolved for several years. Additionally, from time to time, the Company becomes aware of potential non-compliance with applicable environmental regulations, which have either been identified by the Company (through internal compliance programs such as its environmental compliance audits) or through notice from a governmental entity. In some instances, these matters could potentially become the subject of an administrative or judicial proceeding and could potentially involve monetary sanctions.
Management believes, after considering a number of factors, including (but not limited to) the information currently available, the views of legal counsel, the nature of contingencies to which the Company is subject and prior experience, that its defenses and assertions in pending legal proceedings have merit and, except as otherwise specifically noted below, the ultimate disposition of any pending matter will not materially affect the Company's financial position, results of operations or cash flows. However, the ultimate resolutions of the Company's legal proceedings and other contingencies are inherently unpredictable and subject to significant uncertainties. There can be no assurance that there will not be an increase in the scope
36

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. As such, the Company's financial condition and results of operations could be adversely affected in any particular period by the unfavorable resolution of one or more of these matters.
Antitrust Litigation
On June 30, 2015, UAL received a Civil Investigative Demand (“CID”("CID") from the Antitrust Division of the DOJ seeking documents and information from the Company in connection with a DOJ investigation related to statements and decisions about airline capacity. The Company is working with the DOJ and has completed its response to the CID. The Company is not able to predict what action, if any, might be taken in the future by the DOJ or other governmental authorities as a result of the investigation. Beginning on July 1, 2015, subsequent to the announcement of the CID, UAL and United were named as defendants in multiple class action lawsuits that asserted claims under the Sherman Antitrust Act, which have been consolidated in the United States District Court for the District of Columbia. The complaints generally allege collusion among U.S. airlines on capacity impacting airfares and seek treble damages. The Company intends tois vigorously defenddefending against the class action lawsuits.

On October 13, 2015, United received a CID from the Civil Division of the DOJ. The CID requested documents and oral testimony from United in connection with an industry-wide DOJ investigation related to delivery scan and other data purportedly required for payment for the carriage of mail under United’s International Commercial Air Contracts with the U.S. Postal Service. The Company has been responding to the DOJ’s request and cooperating in the investigation since that time. On November 8, 2016, the DOJ Criminal Division met with representatives from the Company and advised they are conducting an industry-wide investigation into the same matter. The Company is also cooperating with the government in this aspect of their investigation and, on December 21, 2016, representatives from the Company met with both the Civil and Criminal Divisions to provide additional information. The Company cannot predict what action, if any, might be taken in the future by the DOJ or other governmental authorities as a result of these investigations.

Other Legal Proceedings

The Company is involved in various other claims and legal actions involving passengers, customers, suppliers, employees and government agencies arising in the ordinary course of business. Additionally, from time to time, the Company becomes aware of potentialnon-compliance with applicable environmental regulations, which have either been identified by the Company (through internal compliance programs such as its environmental compliance audits) or through notice from a governmental entity. In some instances, these matters could potentially become the subject of an administrative or judicial proceeding and could potentially involve monetary sanctions. After considering a number of factors, including (but not limited to) the views of legal counsel, the nature of contingencies to which the Company is subject and prior experience, management believes that the ultimate disposition of these other claims and legal actions will not materially affect its consolidated financial position or results of operations. However, the ultimate resolutions of these matters are inherently unpredictable. As such, the Company’s financial condition and results of operations could be adversely affected in any particular period by the unfavorable resolution of one or more of these matters.


ITEM 4.MINE SAFETY DISCLOSURES.

ITEM 4.    MINE SAFETY DISCLOSURES.
Not applicable.

PART II

ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

UAL’s

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information for Common Stock
UAL's common stock is listed on the New York Stock Exchange (“NYSE”Nasdaq Global Select Market ("Nasdaq") under the symbol “UAL.” The following table sets forth the ranges"UAL."
Holders of high and low sales prices per share of UAL common stock during the last two fiscal years, as reported by the NYSE:

   UAL 
   2017   2016 
   High   Low   High   Low 

1st quarter

    $    76.75         $    64.16         $    61.41         $    42.17     

2nd quarter

   83.04        67.55        58.90        37.41     

3rd quarter

   81.39        57.34        54.53        37.64     

4th quarter

   69.62        56.51        76.80        51.34     

Common Stock

As of February 14, 2018,22, 2024, there were 7,5345,695 holders of record of UAL common stock.

UAL did

The number of record holders is based upon the actual number of holders registered on our books at such date based on information provided by Computershare Investor Services, our transfer agent, and does not include holders of shares in "street name" or other holders identified in security position listings maintained by depository trust companies.
Dividend Policy
There were no cash dividend payments during the year ended December 31, 2023 and we do not expect to pay anycash dividends in 2017 or 2016. Under debt agreements and certain indentures, UAL’s abilitythe foreseeable future. Future decisions to pay cash dividends on or repurchase UAL’s common stock is subjectcontinue to limits on the amount of such payments and to certain conditions, including that no default or event of default exists under those instruments and that after giving effect to the making of any such payments, UAL would be in compliance with a minimum fixed charge coverage ratio. Any future determination regarding dividend or distribution payments will be at the discretion of the UALBoard and will be dependent on our profitability expectations, net income, operating performance, financial condition, capital expenditure requirements and other factors that the Board considers relevant.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
In 2020, the Company's Board of Directors subject toterminated the foregoing limitsCompany'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.
Recent Sale of Unregistered Securities and applicable limitationsUse of Proceeds
The Company did not sell any securities that were not registered under Delaware law.

United paid dividends of $1.8 billion and $2.6 billion to UAL in 2017 and 2016, respectively.

the Securities Act during the period covered by this report that have not been previously disclosed on a Form 10-Q or Form 8-K.

Stock Performance Graph
The following graph showscompares the cumulative total stockholder return for UAL’s common stock during the period from December 31, 20122018 to December 31, 2017. The graph also shows the cumulative returns2023 of UAL's common stock to the Standard and Poor’sPoor's 500 Index (“SPX”("SPX") and the NYSE Arca Airline Index (“XAL”("XAL") of 15 investor-owned airlines over the same five-year period.. The comparison assumes $100 was invested on December 31, 20122018 in UALour common stock and in each of the SPXforegoing indices and the XAL.

assumes that all dividends were reinvested.


37

Performance Chart YE2023.jpg
Note: The stock price performance shown in the graph above should not be considered indicative of potential future stock price performance. The foregoing performance graph is being furnished as part of this report solely in accordance with the requirement under Rule14a-3(b)(9) to furnish our stockholders with such information, and therefore, shall not be deemed to be filed or incorporated by reference into any filings by the Company under the Securities Act or the Exchange Act.

The following table presents repurchases of UAL common stock made in the fourth quarter of 2017:

Period

  

 

 Total number of
shares
purchased (a)(b)
  Average price
paid per share (b)(c)
  Total number of
shares purchased
as part of publicly
announced plans
or programs (a)
  Approximate dollar value
of shares that may yet be
purchased under the
plans or programs (in
millions) (a)
 
October 2017    2,852,917    $59.59     2,852,917    $383   
November 2017    5,342,435     58.93     5,342,435     68   
December 2017    1,084,498     63.06     1,084,498     3,000   
   

 

 

   

 

 

  

Total

    9,279,850      9,279,850    

 

   

 

 

   

 

 

  

(a) In 2017, UAL repurchased approximately 28 million shares of UAL common stock for $1.8 billion, completing its July 2016 repurchase authorization. In December 2017, UAL’s Board of Directors authorized a new $3.0 billion share repurchase program to acquire UAL’s common stock. As of December 31, 2017, the Company had approximately $3.0 billion remaining to purchase shares under its share repurchase program. UAL may repurchase shares through the open market, privately negotiated transactions, block trades or accelerated share repurchase transactions from time to time in accordance with applicable securities laws.

(b) The table does not include shares withheld from employees to satisfy certain tax obligations due upon the vesting of restricted stock units. The United Continental Holdings, Inc. 2017 Incentive Compensation Plan and the United Continental Holdings, Inc. 2008 Incentive Compensation Plan, provide for the withholding of shares to satisfy tax obligations due upon the vesting of restricted stock units. However, the plans do not specify a maximum number of shares that may be withheld for this purpose. A total of 1,446 shares were withheld under the plans in the fourth quarter of 2017 at an average price of $64.46 per share. These shares of common stock withheld to satisfy tax withholding obligations may be deemed to be “issuer purchases” of shares that are required to be disclosed pursuant to this Item.

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

ITEM 6.SELECTED FINANCIAL DATA.

UAL’s consolidated financial statements and statistical data are provided in the tables below:

   Year Ended December 31, 
   2017   2016   2015   2014   2013 

Income Statement Data (in millions, except per share amounts):

          

Operating revenue

   $        37,736     $        36,556     $        37,864     $        38,901     $        38,279  

Operating expense

   34,238     32,218     32,698     36,528     37,030  

Operating income

   3,498     4,338     5,166     2,373     1,249  

Net income

   2,131     2,263     7,340     1,132     571  

Basic earnings per share

   7.04     6.86     19.52     3.05     1.64  

Diluted earnings per share

   7.02     6.85     19.47     2.93     1.53  

Balance Sheet Data at December 31 (in millions):

          

Unrestricted cash, cash equivalents and short-term investments

   $3,798     $4,428     $5,196     $4,384     $5,121  
Total assets   42,326     40,140     40,861     36,595     36,021  

Debt and capital lease obligations

   14,392     11,705     11,759     11,947     12,293  

  Year Ended December 31, 
 

 

 

 
Mainline 2017  2016  2015  2014  2013 

Passengers (thousands) (a)

  108,017      101,007      96,327      91,475      91,329    

Revenue passenger miles (“RPMs”) (millions) (b)

  193,444      186,181      183,642      179,015      178,578    

Available seat miles (“ASMs”) (millions) (c)

  234,576      224,692      219,989      214,105      213,007    

Cargo ton miles (millions)

  3,316      2,805      2,614      2,487      2,213    

Passenger load factor (d)

  82.5%   82.9%   83.5%   83.6%   83.8% 

Passenger revenue per available seat mile (“PRASM”) (cents)

  11.32      11.31      11.97      12.51      12.20    

Total revenue per available seat mile (cents)

  13.51      13.50      14.19      14.81      14.51    

Average yield per revenue passenger mile (“Yield”) (cents) (e)

  13.73      13.65      14.34      14.96      14.56    

Cost per available seat mile (“CASM”) (cents)

  12.59      12.22      12.42      14.03      14.31    

Average price per gallon of fuel, including fuel taxes

 $        1.72     $        1.49     $        1.96     $        2.98     $        3.12    

Fuel gallons consumed (millions)

  3,357      3,261      3,216      3,183      3,204    

Average stage length (miles) (f)

  1,806      1,859      1,922      1,958      1,934    

Average daily utilization of each aircraft (hours) (g)

  10:27      10:06      10:24      10:26      10:28    

Consolidated

     

Passengers (thousands) (a)

  148,067      143,177      140,369      138,029      139,209    

RPMs (millions) (b)

  216,261      210,309      208,611      205,559      205,167    

ASMs (millions) (c)

  262,386      253,590      250,003      246,021      245,354    

Passenger load factor (d)

  82.4%   82.9%   83.4%   83.6%   83.6% 

PRASM (cents)

  12.35      12.40      13.11      13.72      13.50    

Total revenue per available seat mile (cents)

  14.38      14.42      15.15      15.81      15.60    

Yield (cents) (e)

  14.98      14.96      15.72      16.42      16.14    

CASM (cents)

  13.05      12.70      13.08      14.85      15.09    

Average price per gallon of fuel, including fuel taxes

 $1.74     $1.49     $1.94     $2.99     $3.13    

Fuel gallons consumed (millions)

  3,978      3,904      3,886      3,905      3,947    

Average stage length (miles) (f)

  1,460      1,473      1,487      1,480      1,445    

(a) The number of revenue passengers measured by each flight segment flown.

(b) The number of scheduled miles flown by revenue passengers.

(c) The number of seats available for passengers multiplied by the number of scheduled miles those seats are flown.

(d) RPM divided by ASM.

(e) The average passenger revenue received for each revenue passenger mile flown.

(f) Average stage length equals the average distance a flight travels weighted for size of aircraft.

(g) The average number of hours per day that an aircraft flown in revenue service is operated (from gate departure to gate arrival).

ITEM 6.    [RESERVED]        


ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Management's discussion and analysis of financial condition and results of operations is provided as a supplement to and should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Form 10-K and the description of our business and reportable segments in Part I, Item 1. Business of this Form 10-K to enhance the understanding of our results of operations, financial condition and cash flows.
This section generally discusses 2023 and 2022 items and year-to-year comparisons between 2023 and 2022. Discussions of 2021 items and year-to-year comparisons between 2022 and 2021 are not included in this Form 10-K and can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on February 16, 2023 (the "2022 Annual Report").
Executive Summary
Overview

United ContinentalAirlines Holdings, Inc. (together with its consolidated subsidiaries, “UAL”"UAL" or the “Company”"Company") is a holding company and its principal, wholly-owned subsidiary is United Airlines, Inc. (together with its consolidated subsidiaries, “United”"United").
As UAL consolidates United for financial statement purposes, disclosures that relate to activities of United also apply to UAL, unless otherwise noted. United’sUnited's operating revenues and operating expenses comprise nearly 100% of UAL’sUAL's revenues and operating expenses. In addition, United comprises approximately the entire balance of UAL’sUAL's assets, liabilities and operating cash flows. When appropriate, UAL and United are named specifically for their individual contractual obligations and related
38

disclosures and any significant differences between the operations and results of UAL and United are separately disclosed and explained. We sometimes use the words “we,” “our,” “us,”"we," "our," "us," and the “Company”"Company" in this report for disclosures that relate to all of UAL and United.

2017 Financial Highlights

2017 net income was $2.1 billion, or $7.02 diluted earnings per share.

United’s consolidated PRASM decreased 0.4%Our current expectations described below are forward-looking statements and our actual results and timing may vary materially based on various factors that include, but are not limited to, those discussed below under "Strategy," "Economic and Market Factors," "Governmental Actions," "Cautionary Statement Regarding Forward-Looking Statements" and in 2017 compared to 2016.

Aircraft fuel cost increased 18.9% year-over-year due mainly to higher fuel prices.

In 2017, UAL repurchased approximately 28 million sharesPart I, Item 1A. Risk Factors, of UAL common stockthis Form 10-K. The results presented in this report are not necessarily indicative of future operating results.
Strategy
Our shared purpose is "Connecting People. Uniting the World." We have the most comprehensive route network among North American carriers, including U.S. mainland hubs in Chicago, Denver, Houston, Los Angeles, New York/Newark, San Francisco and Washington, D.C.
Our United Next plan is our fundamental strategic evolution for $1.8 billion, completing the $2.0 billion share repurchase program authorized by UAL’s Board of Directors in July 2016. In December 2017, UAL’s Board of Directors authorized a new $3.0 billion share repurchase program to acquire UAL’s common stock. As of December 31, 2017, the Company had approximately $3.0 billion remaining to purchase shares under its share repurchase program.

UAL ended the year with $5.8 billion in unrestricted liquidity, which consisted of unrestricted cash, cash equivalents, short-term investments and available capacity under the revolving credit facility.

2017 Operational Highlights

Consolidated RPMs for 2017 increased 2.8% as compared to 2016, and consolidated ASMs increased 3.5% from the prior year, resulting in a consolidated load factor of 82.4% in 2017 versus 82.9% in 2016.

For 2017 and 2016, the Company recorded a DOTon-time arrival rate of 81.9% and 81.3%, respectively, and a system completion factor of 99.0% for each year.

During 2017, the Company took delivery of three new Boeing787-9s, four new Boeing737-800s, 12 new Boeing777-300ERs, 24 new Embraer E175s, two used Airbus A320s and six used Airbus A319s and retired 20 Boeing747-400s.

Outlook

Set forth below is a discussion of the principal mattersdriving future growth that we believe could impactwill have a transformational effect on the customer experience and earnings power of our financialbusiness. 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 operating2031 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. We now expect to take delivery of over 700 new narrow and widebody aircraft by the end of 2033.

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.
Operational excellence: The most important factor for customer satisfaction is on-time flights. We face some unique challenges in this respect because we operate hubs in the most congested and constrained airports in the country. That backdrop means that United needs to be a leader at using technology to overcome these challenges. We believe that we have been working strategically to overcome operational challenges, but we continue to innovate in order to make advancements in this area.
Pre-tax margin: We believe that best-in-class margin performance will enable us to provide the cash flow needed to support our planned investments in growth.
Customer service: We believe that excellent customer service is part of de-commoditizing air travel. Our people are our greatest asset and they are by far the most important part of our product. 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. Ultimately our people provide customers with the service they expect.
Economic and Market Factors
The airline industry is highly competitive, marked by significant competition with respect to routes, fares, schedules (both timing and frequency), services, products, customer service and frequent flyer programs. We, like other companies in our industry, have been subject to these and other industry-specific competitive dynamics. In addition, our operations, supply chain, partners and suppliers have been subject to various global macroeconomic factors. We expect to continue to remain vulnerable to a number of industry-specific and global macroeconomic factors that may cause our actual results of operations to differ from our historical results of operations or current expectations. The economic and market factors and trends that we currently
39

believe are or will be most impactful to our results of operations in future periodsand financial condition include the following: the execution risks associated with our United Next plan, especially relating to differ materially from our historical operating results and/or from our anticipated results of operations describedthe growth in the forward-looking statementsscale of our operations as a result of the plan; the impact on the Company of significant operational challenges by third parties on which we rely; rising inflationary pressures; labor market and supply chain constraints and related costs affecting us and our partners; volatile fuel prices; aircraft delivery delays; increasing maintenance expenses; high interest rates; and changes in this report. See Part I, Item 1A., Risk Factors, of this report andgeneral economic conditions in the factors described under “Forward-Looking Information” belowmarkets in which the Company operates, including an economic downturn leading to a decrease in demand for additional discussionair travel or fluctuations in foreign currency exchange rates that may impact international travel demand. We continue to monitor the potential favorable or unfavorable impacts of these and other factors that could affect us.

In 2017, the Company had its best operational performance in its post-merger history. Operational reliability, service and experience underpin the Company’s long-term strategy. Our priorities for 2018 are continuedtop-tier operational reliability while strengtheningon our domestic network through growth, driving efficiency and productivity and continued investment in our employees, product and technology.

Economic Conditions. The aviation industry in 2018 is expected to show continued growth in the demand for air travel. Passenger numbers are expected to increase. Cargo volumes are also expected to grow, with some recovery in yields. Passenger revenue in all regions are expected to demonstrate improved performance in 2018.

Capacity. In 2018, the Company expects its consolidated ASMs to grow between 4% and 6% year-over-year. Most of this growth will be concentrated in our domestic network, especially in ourmid-continent hubs. We believe greater scale and connectivity at our hubs reinforces our relevance and value proposition to our customers. Rebanking at our hubs is expected to drive significant additional connection opportunities. We will also expand flights innon-peak times of the year to more efficiently use our aircraft and facilities with the objective of driving an increase in profitability.

Fuel.The Company’s average aircraft fuel price per gallon including related taxes was $1.74 in 2017 as compared to $1.49 in 2016. The price of jet fuel has increased since January 2016 and remains volatile. Based on projected fuel consumption in 2018, a one dollar change in the price of a barrel of crude oil would change the Company’s annual fuel expense by approximately $96 million.

Results of Operations

In this section, we comparebusiness, operations, financial condition, future results of operations, for the year ended December 31, 2017 withliquidity and financial flexibility, which are dependent on future developments, including as a result of those factors discussed in Part I, Item 1A. Risk Factors, of this Form 10-K. Our future results of operations formay be subject to volatility and our growth plans may be delayed, particularly in the year ended December 31, 2016,short term, due to the impact of the above factors and trends.

Governmental Actions
We operate in complex, highly regulated environments in the U.S., the European Union, the United Kingdom and other regions around the world. Compliance with laws, regulations, administrative practices and other restrictions or legal requirements in the countries in which we do business is onerous and expensive. In addition, changes to existing legal requirements or the implementation of new legal requirements and any failure to comply with such legal requirements could negatively impact our business, operations, financial condition, future results of operations, liquidity and financial flexibility by increasing the Company's costs, limiting the Company's ability to offer a product, service or feature to customers, impacting customer demand for the year ended December 31, 2016 withCompany's products and services and requiring changes to the Company's supply chain and its business. Legal requirements that we currently believe are or will be most impactful to our results of operations forand financial condition include the year ended December 31, 2015.

2017 comparedfollowing: the closure of our flying airspace and termination of other operations due to 2016

regional conflicts, including the suspension of our overflying in Russian airspace as a result of the Russia-Ukraine military conflict and to Tel Aviv as a result of the Israeli-Hamas military conflict, as well as any escalation of the broader economic consequences of these conflicts beyond their current scope; delays in aircraft certification (especially relating to the 737 MAX 10 aircraft); increased FAA oversight of the aircraft production process; and any legal requirement that would result in a reshaping of the benefits that we provide to our consumers through the co-branded credit cards issued by our partner. Changes in existing applicable legal requirements or new applicable legal requirements as well as the related interpretations and enforcement practices regarding them, create uncertainty about how such laws and regulations will be understood and applied. As a result, the impact of changing and new legal requirements generally cannot be reasonably predicted and those requirements may ultimately require extensive system and operational changes, be difficult to implement, increase our operating costs and require significant capital expenditures.

Results of Operations
Select financial data and operating statistics are provided in the tables below:
(in millions)202320222021
Operating revenue$53,717 $44,955 $24,634 
Operating expense49,506 42,618 25,656 
Operating income (loss)4,211 2,337 (1,022)
Nonoperating expense, net(824)(1,347)(1,535)
Income (loss) before income taxes3,387 990 (2,557)
Income tax expense (benefit)769 253 (593)
Net income (loss)$2,618 $737 $(1,964)

40

202320222021
Passengers (thousands) (a)164,927144,300104,082
Revenue passenger miles ("RPMs") (millions) (b)244,435206,791128,979
Available seat miles ("ASMs") (millions) (c)291,333247,858178,684
Cargo revenue ton miles (millions) (d)3,1593,0413,285
Passenger load factor (e)83.9 %83.4 %72.2 %
Passenger revenue per available seat mile ("PRASM") (cents)16.8416.1511.30
Total revenue per available seat mile ("TRASM") (cents)18.4418.1413.79
Average yield per revenue passenger mile ("Yield") (cents) (f)20.0719.3615.66
Cost per available seat mile ("CASM") (cents)16.9917.1914.36
Average stage length (miles) (g)1,4791,4371,315
Employee headcount, as of December 31103,30092,80084,100
(a)The number of revenue passengers measured by each flight segment flown.
(b)The number of scheduled miles flown by revenue passengers.
(c)The number of seats available for passengers multiplied by the number of scheduled miles those seats are flown.
(d)The number of cargo revenue tons transported multiplied by the number of miles flown.
(e)RPMs divided by ASMs.
(f)The average passenger revenue received for each revenue passenger mile flown.
(g)Average stage length equals the average distance a flight travels weighted for size of aircraft.
Operating Revenue

Revenue. The table below illustrates the year-over-year percentage change in the Company’sCompany's operating revenues for the years ended December 31 (in millions, except percentage changes):

   2017   2016   Increase
(Decrease)
   % Change 

Passenger—Mainline

   $26,552     $25,414     $1,138     4.5  

Passenger—Regional

   5,852     6,043     (191)    (3.2) 
  

 

 

   

 

 

   

 

 

   

Total passenger revenue

   32,404     31,457     947     3.0  

Cargo

   1,035     876     159     18.2  

Other operating revenue

   4,297     4,223     74     1.8  
  

 

 

   

 

 

   

 

 

   

Total operating revenue

   $37,736     $36,556     $1,180     3.2  
  

 

 

   

 

 

   

 

 

   

20232022Increase (Decrease)% Change
Passenger revenue$49,046 $40,032 $9,014 22.5 
Cargo1,495 2,171 (676)(31.1)
Other operating revenue3,176 2,752 424 15.4 
Total operating revenue$53,717 $44,955 $8,762 19.5 

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

  Increase (decrease) from 2016 (a): 
    Domestic        Atlantic        Pacific         Latin      Total
  Consolidated  
    Mainline        Regional     

Passenger revenue (in millions)

  $809       $103      $(128)      $163      $947       $1,138       $(191)    

Passenger revenue

  4.2 %   1.9%   (3.1)%   5.8%   3.0 %   4.5 %   (3.2)% 
Average fare per passenger  0.1 %   1.4%   — %   4.1%   (0.4)%   (2.3)%   2.0 % 

Yield

  (0.4)%   0.9%   (2.2)%   4.1%   0.1 %   0.6 %   2.4 % 

PRASM

  (0.6)%   1.5%   (5.8)%   3.3%   (0.4)%   0.1 %   0.6 % 

Passengers

  4.2 %   0.5%   (3.1)%   1.7%   3.4 %   6.9 %   (5.0)% 

RPMs (traffic)

  4.7 %   0.9%   (0.9)%   1.6%   2.8 %   3.9 %   (5.4)% 

ASMs (capacity)

  4.9 %   0.4%   2.9 %   2.4%   3.5 %   4.4 %   (3.8)% 

Passenger load factor (points)

  (0.2)      0.4      (3.0)      (0.7)     (0.5)      (0.4)      (1.5)    

(a) See Part II, Item 6, Selected Financial Data, of this report for the definition of these statistics.

Consolidated passenger

Increase (decrease) from 2022:
DomesticAtlanticPacific
Latin
Total
Passenger revenue (in millions)$3,641 $2,225 $2,525 $623 $9,014 
Passenger revenue14.0 %28.0 %118.8 %15.4 %22.5 %
Average fare per passenger0.9 %8.9 %6.7 %7.4 %7.2 %
Yield3.2 %9.7 %(1.9)%6.2 %3.7 %
PRASM2.7 %9.5 %12.8 %9.7 %4.3 %
Passengers13.0 %17.6 %105.1 %7.4 %14.3 %
RPMs10.5 %16.7 %123.1 %8.6 %18.2 %
ASMs11.0 %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 $0.9$9.0 billion, or 3.0%22.5%, in 20172023 as compared to 20162022, primarily due to a 2.8%17.5% increase in traffic. Consolidated PRASMcapacity, strength in yield, and a 0.5 point increase in passenger load factor.
Cargo revenue decreased 0.4%$676 million, or 31.1%, in 20172023 as compared to 2016. The decline in PRASM was driven by factors including more aggressivelow-cost carrier pricing in our hub markets, temporary share loss duringroll-out2022, primarily due to lower yields as a result of our Basic Economy pricing,increased market capacity and softer demand in China and Guam. Our revenue in 2017 was negatively impacted by severe storms during the third quarter.

Cargorate pressures.

Other operating revenue increased $159$424 million, or 18.2%15.4%, in 20172023 as compared to 20162022, primarily due to higher year-over-year international freight volumean increase in mileage revenue from non-airline partners, including credit card spending and yield.

new credit card member acquisitions with the co-branded credit card partner, JPMorgan Chase Bank, N.A., as well as increases in the purchases of United Club memberships and one-time lounge passes as compared to the year-ago period.

41

Operating Expense

Expense. The table below includes data related to the Company’sCompany's operating expense for the years ended December 31 (in millions, except percentage changes):

   2017   2016   Increase
(Decrease)
   % Change 

Salaries and related costs

  $11,045    $10,275    $770     7.5  

Aircraft fuel

   6,913     5,813     1,100     18.9  

Landing fees and other rent

   2,240     2,165     75     3.5  

Regional capacity purchase

   2,232     2,197     35     1.6  

Depreciation and amortization

   2,149     1,977     172     8.7  

Aircraft maintenance materials and outside repairs

   1,856     1,749     107     6.1  

Distribution expenses

   1,349     1,303     46     3.5  

Aircraft rent

   621     680     (59)    (8.7) 

Special charges

   176     638     (462)    NM  

Other operating expenses

   5,657     5,421     236     4.4  
  

 

 

   

 

 

   

 

 

   

Total operating expenses

   $34,238     $32,218     $2,020     6.3  
  

 

 

   

 

 

   

 

 

   

20232022Increase (Decrease)% Change (a)
Salaries and related costs$14,787 $11,466 $3,321 29.0 
Aircraft fuel12,651 13,113 (462)(3.5)
Landing fees and other rent3,076 2,576 500 19.4 
Aircraft maintenance materials and outside repairs2,736 2,153 583 27.1 
Depreciation and amortization2,671 2,456 215 8.8 
Regional capacity purchase2,400 2,299 101 4.4 
Distribution expenses1,977 1,535 442 28.8 
Aircraft rent197 252 (55)(21.8)
Special charges949 140 809 NM
Other operating expenses8,062 6,628 1,434 21.6 
Total operating expenses$49,506 $42,618 $6,888 16.2 
(a) NM - Greater than 100% change or otherwise not meaningful.
Salaries and related costs increased $770 million,$3.3 billion, or 7.5%29.0%, in 20172023 as compared to 20162022, primarily due to higheran approximately 11% increase in headcount from increased flight activity, pay rates and benefit expenses driven byrate increases related to a new collective bargaining agreements finalizedagreement with employees represented by ALPA, annual wage rate increases across employee groups and an increase of $548 million in 2016,profit sharing expense due to both an increase in pre-tax income and a 2.5% increase

change in the profit sharing formula as a result of the new collective bargaining agreement with employees represented by ALPA.

Aircraft fuel expense decreased $462 million, or 3.5%, in 2023 as compared to 2022, primarily due to a lower average full-time equivalent employees,price per gallon of fuel, partially offset by a decrease in profit sharing and other employee incentives.

Aircraft fuel expense increased $1.1 billion, or 18.9%, primarily due to increased fuel prices and a 3.5% increase in capacity.consumption from higher flight activity. The table below presents the significant changes in aircraft fuel cost per gallon for the years ended December 31 (in millions, except percentage changes)changes and per gallon data):

  (In millions)  %
Change
  Average price per gallon 
  2017  2016   2017  2016  %
Change
 
Total aircraft fuel purchase cost excluding fuel hedge impacts  $  6,911    $  5,596    23.5    $  1.74    $  1.43    21.7  
Hedge losses reported in fuel expense     217    NM    —    0.06    NM  
 

 

 

  

 

 

   

 

 

  

 

 

  

Fuel expense

  6,913    5,813    18.9    1.74    1.49    16.8  
Total fuel consumption (gallons)  3,978    3,904    1.9     

20232022% Change
Fuel expense$12,651 $13,113 (3.5)
Total fuel consumption (gallons)4,205 3,608 16.5 
Average price per gallon$3.01 $3.63 (17.1)
Landing fees and other rent increased $75$500 million, or 3.5%19.4%, in 20172023 as compared to theyear-ago period due to higher rental and landing fee rates.

Regional capacity purchase costs increased $35 million, or 1.6%, in 2017 as compared to theyear-ago period despite regional capacity being down 3.8% in 2017 as compared to 2016 due to increases in annual rates, maintenance cycle-related costs and lease return costs.

Depreciation and amortization increased $172 million, or 8.7%, in 2017 as compared to 20162022, primarily due to additionsincreased rates and increased flight activity driving higher landed weight volume and a higher number of new and used aircraft, aircraft improvements and increasesenplaned passengers as well as expansion in information technology infrastructure and application development projects.

airport rental space at certain hubs.

Aircraft maintenance materials and outside repairs increased $107$583 million, or 6.1%27.1%, in 20172023 as compared to 20162022, primarily due to an increase inincreased flight activity and increased volumes of both engine overhauls and airframe and engineheavy maintenance visits and additional repairs to wireless and inflight entertainment equipment.

Aircraft rent decreased $59checks.

Depreciation expense increased $215 million, or 8.7%8.8%, in 20172023 as compared to 20162022, 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.
Distribution expenses increased $442 million, or 28.8%, in 2023 as compared to 2022, primarily due to higher credit card fees, travel agency commissions and global distribution fees driven by the purchaseoverall increase in passenger revenue. Also, starting in the fourth quarter of leased aircraft and lower lease renewal rates.

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

The table below presents special charges incurredrecorded by the Company during the years ended December 31 (in millions):

   2017   2016 

Severance and benefit costs

   $116     $37  

Impairment of assets

   25     412  

Cleveland airport lease restructuring

   —     74  

Labor agreement costs

   —     64  

(Gains) losses on sale of assets and other special charges

   35     51  
  

 

 

   

 

 

 

Total special charges

   $176     $638  
  

 

 

   

 

 

 

42

20232022
Labor contract ratification bonuses$814 $— 
(Gains) losses on sale of assets and other special charges135 140 
Total special charges$949 $140 
See Note 1413 to the financial statements included in Part II, Item 8 of this report for additional information.

Other operating expenses increased $236 million,$1.4 billion, or 4.4%21.6%, in 20172023 as compared to 20162022, primarily dueas a direct result of the increase in flight activity and the impacts of inflationary pressures. Other operating expenses include expenditures related to increasedground handling, passenger services, food and beverage offerings, navigation fees, personnel-related costs in food, marketing and information technology associated with the Company’s enhanced customer experience initiatives,projects and due to volume-driven increases in cargo trucking and handling costs.

services.

Nonoperating Income (Expense)

. The following table illustrates the year-over-year dollar and percentage changes in the Company’sCompany's nonoperating income (expense) for the years ended December 31 (in millions, except percentage changes):

   2017   2016   Increase
(Decrease)
   % Change 

Interest expense

   $(643)    $(614)    $29     4.7  

Interest capitalized

   84     72     12     16.7  

Interest income

   57     42     15     35.7  

Miscellaneous, net

       (19)    (22)    NM  
  

 

 

   

 

 

     

Total nonoperating expense, net

   $(499)    $(519)    $(20)    (3.9) 
  

 

 

   

 

 

     

2016 compared to 2015

Operating Revenue

The table below illustrates the year-over-year percentage change in the Company’s operating revenues for the years ended December 31 (in millions, except percentage changes):

   2016   2015   Increase
(Decrease)
   % Change 

Passenger—Mainline

   $25,414     $26,333     $(919)    (3.5) 

Passenger—Regional

   6,043     6,452     (409)    (6.3) 
  

 

 

   

 

 

   

 

 

   

Total passenger revenue

   31,457     32,785     (1,328)    (4.1) 

Cargo

   876     937     (61)    (6.5) 

Other operating revenue

   4,223     4,142     81     2.0  
  

 

 

   

 

 

   

 

 

   

Total operating revenue

   $36,556     $37,864     $(1,308)    (3.5) 
  

 

 

   

 

 

   

 

 

   

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

  Increase (decrease) in 2016 from 2015 (a): 
      Domestic        Atlantic        Pacific        Latin      Total
  Consolidated  
    Mainline    Regional   

Passenger revenue (in millions)

  $(523)      $(512)      $(215)      $(78)      $ (1,328)      $(919)      $(409)    

Passenger revenue

  (2.7)%   (8.6)%   (4.9)%   (2.7)%   (4.1)%   (3.5)%   (6.3)% 

Average fare per passenger

  (4.7)%   (5.2)%   (5.6)%   (7.9)%   (5.9)%   (8.0)%   (2.2)% 

Yield

  (3.8)%   (4.6)%   (7.4)%   (7.7)%   (4.8)%   (4.8)%   (3.1)% 

PRASM

  (4.2)%   (8.4)%   (6.7)%   (5.5)%   (5.4)%   (5.5)%   (2.7)% 

Passengers

  2.1 %   (3.7)%   0.7 %   5.7 %   2.0 %   4.9 %   (4.3)% 

RPMs (traffic)

  1.1 %   (4.3)%   2.7 %   5.4 %   0.8 %   1.4 %   (3.4)% 

ASMs (capacity)

  1.6 %   (0.2)%   2.0 %   2.9 %   1.4 %   2.1 %   (3.7)% 

Passenger load factor (points)

  (0.3)      (3.3)      0.6       2.0       (0.5)      (0.6)      0.3     

  (a) See Part II, Item 6, Selected Financial Data, of this report for the definition of these statistics.

Consolidated passenger revenue decreased $1.3 billion,

20232022Increase (Decrease)% Change
Interest expense$(1,956)$(1,778)$178 10.0 
Interest income827 298 529 NM
Interest capitalized182 105 77 73.3 
Unrealized gains on investments, net27 20 35.0 
Miscellaneous, net96 88 NM
Total nonoperating expense, net$(824)$(1,347)$(523)(38.8)
Interest expense increased $178 million, or 4.1%10.0%, in 20162023 as compared to 2015. Consolidated PRASM decreased 5.4% in 2016 as compared to 2015. The decline in PRASM was driven by factors including a competitive domestic fare environment, lower surcharges, a strong U.S. dollar and reductions from energy-related corporate travel.

Cargo revenue decreased $61 million, or 6.5%, in 2016 as compared to 2015 due to lower freight yields and lower mail volumes year-over-year, partially offset by an increase in freight volumes. Freight yields were negatively impacted as air freighter competitors increased capacity in response to lower fuel prices. Another contributing factor to the year-over-year decrease was a U.S. West Coast port labor dispute that resulted in an increase in air freight results in the first quarter of 2015. The labor dispute was resolved during the first quarter of 2015.

Operating Expense

The table below includes data related to the Company’s operating expense for the years ended December 31 (in millions, except percentage changes):

   2016   2015   Increase
(Decrease)
   % Change 

Salaries and related costs

   $10,275     $9,713     $562     5.8  

Aircraft fuel

   5,813     7,522     (1,709)    (22.7) 

Regional capacity purchase

   2,197     2,290     (93)    (4.1) 

Landing fees and other rent

   2,165     2,203     (38)    (1.7) 

Depreciation and amortization

   1,977     1,819     158     8.7  

Aircraft maintenance materials and outside repairs

   1,749     1,651     98     5.9  

Distribution expenses

   1,303     1,342     (39)    (2.9) 

Aircraft rent

   680     754     (74)    (9.8) 

Special charges

   638     326     312     NM  

Other operating expenses

   5,421     5,078     343     6.8  
  

 

 

   

 

 

   

 

 

   

Total operating expenses

   $32,218     $32,698     $(480)    (1.5) 
  

 

 

   

 

 

   

 

 

   

Salaries and related costs increased $562 million, or 5.8%, in 2016 as compared to 20152022, primarily due to higher payinterest rates on variable rate debt and benefit expenses driven by new and extended collective bargaining agreements, an increasedebt issuances in employee incentive expenses due to improvements in operational performance and a 2.2% increase in average full-time equivalent employees,the current period, partially offset by reduced interest expense on the prepayment of $1.0 billion of the outstanding principal amount under a reduction2021 term loan facility in profit sharing expensethe second quarter of 2023.

Interest income increased $529 million in 20162023 as compared to 2015, a reduction in medical and dental costs and the results of certain costs savings initiatives in 2016.

The decrease in aircraft fuel expense was primarily attributable to decreased fuel prices and a reduction in fuel hedge losses, partially offset by the impact of a 1.4% increase in capacity. 2016 fuel expense includes the benefit of a $20 million fuel tax refund. The table below presents the significant changes in aircraft fuel cost per gallon for the years ended December 31 (in millions, except percentage changes):

  (In millions)  %
Change
  Average price per gallon 
  2016  2015   2016  2015  %
Change
 
Total aircraft fuel purchase cost excluding fuel hedge impacts  $ 5,596    $ 6,918    (19.1)   $ 1.43    $ 1.78    (19.7) 
Hedge losses reported in fuel expense  217    604    NM    0.06    0.16    NM  
 

 

 

  

 

 

   

 

 

  

 

 

  

Fuel expense

  5,813    7,522    (22.7)   1.49    1.94    (23.2) 
Total fuel consumption (gallons)  3,904    3,886    0.5     

Depreciation and amortization increased $158 million, or 8.7%, in 2016 as compared to 20152022, primarily due to additions of new aircraft, conversions of operating leases to capital leases, aircraft improvements, accelerated depreciation of certain assets related to several fleet typeshigher interest rates on the Company's cash balances and increases in information technology assets.

Aircraft maintenance materialsU.S. government and outside repairs increased $98 million, or 5.9%, in 2016 as compared to 2015 primarily due to a year-over-year increase in airframe maintenance visits as a result of the cyclical timing of these visits and volume-driven increases in component costs, partially offset by a reduction in costs due to the timing of maintenance on certain engines.

Aircraft rent decreased $74 million, or 9.8%, in 2016 as compared to 2015 primarily due to lease expirations, the purchase or capital lease conversion of several operating leased aircraft and lower lease renewal rates for certain aircraft.

The table below presents special charges incurred by the Company during the years ended December 31 (in millions):

   2016   2015 

Impairment of assets

   $412     $79  

Cleveland airport lease restructuring

   74     —  

Labor agreement costs

   64     18  

Severance and benefit costs

   37     107  

(Gains) losses on sale of assets and other special charges

   51     122  
  

 

 

   

 

 

 

Total special charges

   $638     $326  
  

 

 

   

 

 

 

agency notes. See Note 148 to the financial statements included in Part II, Item 8 of this report for additional information.

Other operating expenses

Interest capitalized increased $343$77 million or 6.8%, in 20162023 as compared to 20152022, primarily due to increases in ground handling costs, food and technology costsincreased capitalization associated with the Company’s enhanced customer experience initiatives, rate-driven increasesaircraft purchases and increased interest rates.
Unrealized gains on investments, net was $27 million in hotel expenses for crews, increases in marketing expenses related to the 2016 Summer Olympics and volume-driven increases in cargo costs.

Nonoperating Income (Expense)

The following table illustrates the year-over-year dollar and percentage changes in the Company’s nonoperating income (expense) for the years ended December 31 (in millions, except percentage changes):

   2016   2015   Increase
(Decrease)
   % Change 

Interest expense

   $(614)    $(669)    $(55)    (8.2) 

Interest capitalized

   72     49     23     46.9  

Interest income

   42     25     17     68.0  

Miscellaneous, net

   (19)    (352)    (333)    (94.6) 
  

 

 

   

 

 

     

Total nonoperating expense, net

   $(519)    $(947)    $(428)    (45.2) 
  

 

 

   

 

 

     

The decrease in interest expense of $55 million, or 8.2%, in 20162023 as compared to 2015 was$20 million in 2022, primarily due to the prepaymentchange in the market value of certain debt issuancesthe Company's investments in 2015equity securities. See Notes 8 and declining balances13 to the financial statements included in Part II, Item 8 of other debt, partially offset by interest expense on debt issuedthis report for the acquisition of new aircraft, the conversion of certain operating leases to capital leases and certain constructed airport assets accounted for as capital leases.

In 2015, additional information.

Miscellaneous, net included losses of $80 million from fuel derivatives not qualifying for hedge accounting. Foreign currency losses were approximately $43 million and $129changed by $88 million in 2016 and 2015, respectively. Foreign currency results included $8 million and $61 million of2023 as compared to the year-ago period, primarily due to lower foreign exchange losses and lower net cost from the pensions and postretirement benefit plans.
Income Taxes. See Note 6 to the financial statements included in Part II, Item 8 of this report for 2016 and 2015, respectively,information related to the Company’s cash holdings in Venezuela. Miscellaneous, net for 2015 also includes a $134 million special charge related to thewrite-off of unamortizednon-cash debt discounts for the early redemption of the 6% Notes due 2026 (the “2026 Notes”) and the 6% Notes due 2028 (the “2028 Notes”).

income taxes.

Liquidity and Capital Resources

As of December 31, 2017,2023, the Company had $3.8$14.4 billion in unrestricted cash, cash equivalents and short-term investments a decreaseas compared to approximately $16.4 billion as of $0.6 billion from December 31, 2016. 2022. We believe that our existing cash, cash equivalents and short-term investments, together with cash generated from operations, will be sufficient to satisfy our anticipated liquidity needs for the next twelve months and we expect to meet our long-term liquidity needs with our anticipated access to the capital markets and projected cash from operations. We regularly assess our anticipated working capital needs, debt and leverage levels, debt maturities, capital expenditure requirements (including in connection with our capital commitments for our firm order aircraft) and future investments or acquisitions in order to maximize shareholder return, efficiently finance our ongoing operations and maintain flexibility for future strategic transactions. We also regularly evaluate our liquidity and capital structure to ensure financial risks, adequate liquidity access and cost of capital are efficiently managed.
The Company had its entire commitment capacity of $2.0 billion under the revolving credit facility of the Company’s Amended and RestatedRevolving Credit and Guaranty Agreement, dated as of March 29, 2017 (as amended byunder the First Amendment to the Amended and RestatedTerm Loan Credit and Guaranty Agreement, dated asprovides revolving loan commitments of November 15, 2017, the “2017 Credit Agreement”) available forup to $1.75 billion until April 21, 2025, subject to certain customary conditions. No borrowings as of December 31, 2017. As of December 31, 2017, the Company had $109 million of restricted cash and cash equivalents, which is primarily collateral for letters of credit and collateral associated with obligations forwere outstanding under this facility leases and workers’ compensation. We may be required to post significant additional cash collateral to provide security for obligations. Restricted cash and cash equivalents at December 31, 2016 totaled $124 million.

2023. On February 15, 2024, the Company amended its 2021 revolving credit

43

facility to increase its borrowing capacity by $1.115 billion. Also, on February 22, 2024, the Company refinanced its 2021 term loans by paying down $1.37 billion of its outstanding balance and lowering the margin applied to these term loans by 1.00%. See Note 9 to the financial statements included in Part II, Item 8 of this report for additional information on these financing transactions.
We have a significant amount of fixed obligations, including debt, aircraft leases and financings, leases of aircraft, airport property and other facilities, and pension funding obligations. AtAs of December 31, 2017,2023, the Company had approximately $14.4$36.7 billion of debt, finance lease, operating lease and capital lease obligations,other financial liabilities, including $1.7$4.8 billion that arewill become due withinin the next 12 months. In addition, we have substantial noncancelable commitments for capital expenditures, including the acquisition of certain new aircraft and related spare engines. Our debt agreements contain customary terms and conditions as well as various affirmative, negative and financial covenants that, among other things, restrict the ability of the Company and its subsidiaries to incur additional indebtedness and pay dividends or repurchase stock. As of December 31, 2017, our current liabilities exceeded our current2023, UAL and United were in compliance with their respective debt covenants. As of December 31, 2023, a substantial portion of the Company's assets, by approximately $5.6 billion. However, approximately $6.1 billion of our current liabilities areprincipally aircraft and certain related to our advance ticket salesassets, its loyalty program, route authorities and frequent flyer deferred revenue, both of which largely represent revenue to be recognized for travel in the near futureairport slots, was pledged under various loan and not cash outlays. The deficit in working capital does not have an adverse impact to our cash flows, liquidity or operations.

The Company will continue to evaluate opportunities to prepay its debt, including open market repurchases, to reduce its indebtedness and related interest.

For 2018, the Company expects between $3.6 billion and $3.8 billion of gross capital expenditures.other agreements. See Note 139 to the financial statements included in Part II, Item 8 of this report for additional information on commitments.

Asaircraft financing and other debt instruments.

For 2024, the Company expects approximately $8 billion of adjusted capital expenditures. Adjusted capital expenditures is a financial measure not calculated in accordance of generally accepted accounting principles ("GAAP"). It is calculated as capital expenditures, net of flight equipment purchase deposit returns, plus property and equipment acquired through the issuance of debt, finance leases, and other financial liabilities. We are not providing a target for or a reconciliation to capital expenditures, net of flight equipment purchase deposit returns, the most directly comparable GAAP measure, because we are not able to predict non-cash capital expenditures without unreasonable efforts, and therefore we also are not able to determine the probable significance of such items. We believe that adjusting capital expenditures for assets acquired through the issuance of debt, finance leases and other financial liabilities is useful to investors in order to appropriately reflect the total amounts spent on capital expenditures. The Company's estimate for aircraft expenditures reflects its current assumptions regarding delayed aircraft deliveries. See Note 12 to the financial statements included in Part II, Item 8 of this report for additional information on commitments, including aircraft expenditures reflecting contractual delivery dates without adjustment for expected delays. The Company has backstop financing commitments available from certain of its aircraft manufacturers for a limited number of its future aircraft deliveries, subject to certain customary conditions.
The following table summarizes our cash flow for the years ended December 31 2017,(in millions):
202320222021
Total cash provided by (used in):
Operating activities$6,911 $6,066 $2,067 
Investing activities(6,106)(13,829)(1,672)
Financing activities(1,892)(3,349)6,396 
Net increase (decrease) in cash, cash equivalents and restricted cash$(1,087)$(11,112)$6,791 
See the Statements of Consolidated Cash Flows included in Part II, Item 8 of this report for additional information.
Operating Activities. Cash flows provided by operating activities for 2023 were $0.8 billion higher than 2022 primarily due to an approximately $1.9 billion increase in operating income as improvements in the demand for air travel continued partially offset by a substantial portiondecrease in various working capital items.
Investing Activities. Cash flows used in investing activities decreased $7.7 billion in 2023 as compared to the year-ago period mainly related to approximately $10.2 billion due to lower purchase and higher sales activity in short-term and other investments, partially offset by a $2.4 billion increase in capital expenditures. Capital expenditures were primarily attributable to the purchase of aircraft, aircraft improvements and advance deposits for future aircraft purchases.
Financing Activities. Significant financing events in 2023 were as follows:
Debt, Finance Lease and Other Financial Liability Principal Payments. During 2023, the Company made $4.2 billion of principal payments on debt, finance leases, and other financial liabilities. The payments in 2023 included a prepayment of $1.0 billion of the Company’s assets, principallyoutstanding principal amount under a 2021 term loan facility.
Debt Issuances. In 2023, the Company and Wilmington Trust, National Association, as subordination agent and pass through trustee (the "Trustee") under a certain pass through trust newly formed by the Company, entered into the Note Purchase Agreement, dated as of June 20, 2023 (the "Note Purchase Agreement"). The Note Purchase Agreement provides for the
44

issuance by the Company of equipment notes (the "Equipment Notes") in the aggregate principal amount of $1.3 billion to finance 39 Boeing aircraft route authorities, airport slotsdelivered new to the Company from August 2022 to May 2023. Pursuant to the Note Purchase Agreement, the Trustee purchased Equipment Notes issued under a trust indenture and loyalty program intangible assets, was pledged under various loanmortgage (each, an "Indenture" and, other agreements. We must sustain our profitability and/or accesscollectively, the capital markets"Indentures") with respect to meet our significant long-term debteach aircraft entered into by the Company and capital lease obligationsWilmington Trust, National Association, as mortgagee. Each Indenture provides for the issuance of Equipment Notes in a single series, Series A, bearing interest at the rate of 5.80% per annum. The Equipment Notes were purchased by the Trustee, using the proceeds from the sale of Pass Through Certificates, Series 2023-1A, issued by a pass through trust newly-formed by the Company to facilitate the financing of the aircraft. The interest on the Equipment Notes is payable semi-annually on each January 15 and future commitmentsJuly 15, beginning on January 15, 2024. The principal payments on the Equipment Notes are scheduled on January 15 and July 15 of each year, beginning on July 15, 2024. The final payments on the Equipment Notes will be due on January 15, 2036.
Also, during 2023, United borrowed $1.1 billion for capital expenditures, including the acquisition of aircraft financings.
See Note 9 and related spare engines. See Note 10 to the financial statements included in Part II, Item 8 of this report for additional information on assets provided as collateral by the Company.

The following is a discussion of the Company’s sources and uses of cash from 2015 through 2017.

Operating Activities

2017 compared to 2016

Cash flow provided by operations for the year ended December 31, 2017 was $3.4 billion compared to $5.5 billion in the same period in 2016, the decrease resulting from lower operating income and reduced cash flows from certain changes in working capital items. Excludingthe non-cash impairment of the Newark slots, operating income for 2017 was approximately $1.2 billion lower than 2016. Working capital changes reduced cash flow from operations by an additional $1.2 billion year-over-year in 2017 as compared to 2016. The following were significant working capital items in 2017:

$0.9 billion decrease in advanced purchase of miles due to increased utilizationof pre-purchased miles.

$0.4 billion increase in prepayments for maintenance contracts.

2016 compared to 2015

Cash flow provided by operations for the year ended December 31, 2016 was $5.5 billion compared to $6.0 billion in the same period in 2015. Working capital changes reduced cash flow from operations by

$0.5 billion year-over-year in 2016 as compared to 2015. The following were significant working capital items in 2016:

Frequent flyer and advance purchase of miles decreased $0.6 billion due to increased utilization ofpre-purchased miles.

Other assets, including spare parts, increased by $0.3 billion as part of the Company’s efforts to improve fleet reliability.

Accounts payable increased $0.2 billion, driven by the timing of payments.

Investing Activities

2017 compared to 2016

The Company’s capital expenditures were $4.0 billion and $3.2 billion in 2017and 2016, respectively. The Company’s capital expenditures for both years were primarily attributable to the purchase of new aircraft aircraft improvements, facility and fleet-related costs and the purchase of information technology assets.

2016 compared to 2015

The Company’s capital expenditures were $3.2 billion and $2.7 billion in 2016and 2015, respectively. The Company’s capital expenditures for both years were primarily attributable to the purchase of aircraft, facility and fleet-related costs and the purchase of information technology assets.

Financing Activities

financing.

Significant financing events in 20172022 were as follows:

Share Repurchases

The Company used $1.8 billion of cash to purchase approximately 28 million shares of its common stock during 2017, completing its July 2016 repurchase authorization. In December 2017, UAL’s Board of Directors authorized a new $3.0 billion share repurchase program to acquire UAL’s common stock. As of December 31, 2017, the Company had approximately $3.0 billion remaining to purchase shares under its share repurchase program.

Debt, Issuances

Finance Lease and Other Financial Liability Principal Payments. During 2017, United received and recorded $1.8 billion of proceeds as debt related to enhanced equipment trust certificate (“EETC”) offerings created in 2016 and 2017 to finance the purchase of aircraft.

In 2017, UAL issued, and United guaranteed, (i) $400 million aggregate principal amount of unsecured 4.25% Senior Notes due October 1, 2022, and (ii) $300 million aggregate principal amount of unsecured 5% Senior Notes due February 1, 2024.

In 2017, United and UAL, as borrower and guarantor, respectively, increased the term loan under the 2017 Credit Agreement by approximately $440 million.

During 2017, United borrowed approximately $497 million aggregate principal amount from various financial institutions to finance the purchase of several aircraft delivered in 2017.

Debt and Capital Lease Principal Payments

During the year ended December 31, 2017, the Company made debt and capital lease$4.0 billion of principal payments of $1.0 billion.

on debt, finance leases, and other financial liabilities.

Significant financing events in 2016 were as follows:

Share Repurchases

The Company used $2.6 billion of cash to purchase 50 million shares of its common stock during 2016 under its share repurchase programs.

Debt Issuances

In 2016, United completed two EETC offerings for a total principal amount of $2.0 billion. Of the $2.0 billion, United received and recorded $708 million of proceeds as debt as of December 31, 2016 to finance the purchase of 17 aircraft.

In 2016,Issuances. During 2022, United borrowed approximately $369 million aggregate principal amount from various financial institutions to finance the purchase of several$0.8 billion for aircraft delivered in 2016.

Debt and Capital Lease Principal Payments

During the year ended December 31, 2016, the Company made debt and capital lease principal payments of $1.4 billion.

Significant financing events in 2015 were as follows:

Share Repurchases

The Company used $1.2 billion of cash to purchase 21 million shares of its common stock during 2015 under its share repurchase programs.

Debt Issuances

During 2015, United issued $1.4 billion of debt related to EETC offerings to finance aircraft.

In 2015, United borrowed approximately $590 million aggregate principal amount from various financial institutions to finance the purchase of several aircraft delivered in 2015.

Debt and Capital Lease Principal Payments

During the year ended December 31, 2015, the Company made debt and capital lease principal payments of $2.3 billion, including the following prepayments:

financings.
UAL used cash to repurchase all $321 million par value 2026 Notes.

UAL used cash to repurchase all $311 million par value 2028 Notes.

UAL used cash to prepay, at par, $300 million principal amount of its $500 million term loan due September 2021.

For additional information regarding these Liquidity and Capital Resource matters, see Notes 3,9, 10 11 and 12to the financial statements included in Part II, Item 8 of this report. For information regardingnon-cash investing and financing activities, see the Company’sCompany's statements of consolidated cash flows.

For a discussion of the Company's sources and uses of cash in 2022 as compared to 2021, see "Liquidity and Capital Resources" in Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in the 2022 Annual Report.

Credit Ratings. As of the filing date of this report, UAL and United had the following corporate credit ratings:

S&PMoody'sFitch
UALBB-Ba2S&PMoody’sFitchBB-
UnitedBB-UAL*BB-Ba2BB
UnitedBB-*BB
*The credit agency does not issue corporate credit ratings for subsidiary entities.

These credit ratings are below investment grade levels.levels; however, the Company has been able to secure financing with investment grade credit ratings for certain EETCs, term loans and secured bond financings. Downgrades from these rating levels, among other things, could restrict the availability, or increase the cost, of future financing for the Company.

Company as well as affect the fair market value of existing debt. A rating reflects only the view of a rating agency and is not a recommendation to buy, sell or hold securities. Ratings can be revised upward or downward at any time by a rating agency if such rating agency decides that circumstances warrant such a change.

Other Liquidity Matters

Below is a summary of additional liquidity matters. See the indicated notes to our consolidated financial statements included in Part II, Item 8 of this report for additional details related to these and other matters affecting our liquidity and commitments.

Pension and other postretirement plans

Note 87

Long-term debt and debt covenants

Note 109

Leases and capacity purchase agreements

Note 1110

Commitments and contingencies

Note 1312

Contractual Obligations.

The Company’sCompany's business is capital intensive, requiring significant amounts of capital to fund the acquisition of assets, particularly aircraft. In the past, the Company has funded the acquisition of aircraft through outright purchase,with cash, by issuing debt,using EETC financing, by entering into capitalfinance or operating leases, or through vendorother financings. The Company also often enters into long-term lease commitments with airports to ensure access to terminal, cargo, maintenance and other required facilities.

The table below provides a summary of the Company’sCompany's current and long-term material contractual obligationscash requirements as of December 31, 20172023 (in billions):

  2018  2019  2020  2021  2022  After
2022
  Total 

Long-term debt (a)

   $1.6      $1.2      $1.2      $1.2      $1.5      $6.9      $13.4   

Capital lease obligations—principal portion

  0.1     0.1     0.1     0.1     0.1     0.8     1.1   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total debt and capital lease obligations

  1.7     1.3     1.3     1.3     1.6     7.7     14.5   

Interest on debt and capital lease obligations (b)

  0.6     0.5     0.5     0.4     0.4     1.0     3.4   

Aircraft operating lease obligations

  1.0     0.9     0.6     0.5     0.4     1.5     4.9   

Regional CPAs (c)

  2.0     1.8     1.6     1.5     1.4     3.2     11.5   

Other operating lease obligations

  1.2     1.1     1.2     0.9     0.8     6.1     11.3   

Postretirement obligations (d)

  0.1     0.1     0.1     0.1     0.1     0.6     1.1   

Pension obligations (e)

  —     —     —     —     0.1     0.7     0.8   

Capital purchase obligations (f)

  3.2     2.9     2.1     2.4     1.8     9.8     22.2   
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total contractual obligations

   $9.8      $8.6      $7.4      $7.1      $6.6      $30.6      $69.7   

 

 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
(a)Long-term debt presented in the Company’s
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20242025202620272028After 2028
Long-term debt (a)$4.0 $3.5 $5.2 $2.5 $5.3 $8.9 
Finance leases—principal portion0.2 0.1 — — — — 
Interest on debt and finance leases (b)1.5 1.3 1.1 0.9 0.6 0.8 
Operating leases (c)0.8 0.7 0.7 0.9 0.7 2.9 
Leases not yet commenced (d)— 0.1 0.1 0.2 0.2 1.0 
Other financial liabilities0.2 0.2 0.2 0.5 0.1 2.1 
Regional CPAs (e)2.4 2.1 2.1 1.6 1.3 4.1 
Postretirement benefit payments (f)0.1 0.1 0.1 0.1 0.1 0.3 
Pension funding (g)— 0.2 0.3 0.2 0.2 0.3 
Capital and other purchases (h)12.1 7.9 6.0 4.5 6.1 23.5 
Total$21.3 $16.2 $15.8 $11.4 $14.6 $43.9 
(a)Long-term debt presented in the Company's financial statements is net of $163 million of debt discount, premiums and debt issuance costs which are being amortized over the debt terms. Contractual payments are not net of the debt discount, premiums and debt issuance costs.
(b)Includes interest portion of capital lease obligations of $72 million in 2018, $63 million in 2019, $59 million in 2020, $56 million in 2021, $52 million in 2022 and $391 million thereafter. Interest payments on variable interest rate debt were calculated using London interbank offered rates (“LIBOR”) applicable at December 31, 2017.
(c)Represents our estimates of future minimum noncancelable commitments under our CPAs and does not include the portion of the underlying obligations for aircraft and facility rent that is disclosed as part of aircraft and nonaircraft operating leases. Amounts also exclude a portion of United’s capital lease obligation recorded for certain of its CPAs. See Note 11 to the financial statements included in Part II, Item 8 of this report for the significant assumptions used to estimate the payments.
(d)Amounts represent postretirement benefit payments, net of subsidy receipts, through 2026. Benefit payments approximate plan contributions as plans are substantially unfunded.
(e)Represents an estimate of the minimum funding requirements as determined by government regulations for United’s U.S. pension plans. Amounts are subject to change based on numerous assumptions, including the performance of assets in the plans and bond rates. SeeCritical Accounting Policies, below, for a discussion of our current year assumptions regarding United’s pension plans.
(f)Represents contractual commitments for firm order aircraft, spare engines and other capital purchase commitments. See Note 13 to the financial statements included in Part II, Item 8 of this report for a discussion of our purchase commitments.

Off-Balance Sheet Arrangements.Anoff-balance sheet arrangement is any transaction, agreement ornet of $277 million of debt discount, premiums and debt issuance costs which are being amortized over the debt terms. Cash requirements do not include the debt discount, premiums and debt issuance costs.

(b)Future interest payments on variable rate debt were computed using the rates as of December 31, 2023.
(c)Represents future payments under fixed rate operating lease obligations. See Note 10 to the financial statements included in Part II, Item 8 of this report for information on variable rate and short-term operating leases.
(d)Represents future payments under leases that have not yet commenced and are not included in the consolidated balance sheet. See Note 10 to the financial statements included in Part II, Item 8 of this report for information on these leases.
(e)Represents our estimates of future minimum noncancelable commitments under our CPAs and does not include the portion of the underlying obligations for aircraft and facility rent that is disclosed as part of operating lease obligations. Amounts also exclude a portion of United's finance lease obligations recorded for certain of its CPAs. See Note 10 to the financial statements included in Part II, Item 8 of this report for the significant assumptions used to estimate the payments.
(f)Amounts represent postretirement benefit payments through 2033. Benefit payments approximate plan contributions as plans are substantially unfunded.
(g)Represents an estimate of the minimum funding requirements as determined by government regulations for United's U.S. pension plans. Amounts are subject to change based on numerous assumptions, including the performance of assets in the plans and bond rates.
(h)Represents contractual commitments for firm order aircraft, spare engines and other contractual arrangement involving an unconsolidated entity under whichcapital purchase commitments. See Note 12 to the financial statements included in Part II, Item 8 of this report for a companydiscussion of our purchase commitments.
In addition to the material cash requirements discussed above, the Company has (1) made certain guarantees (2) a retained or a contingent interest in transferred assets, (3) an obligation under derivative instruments classified as equity, or (4) any obligation arising out ofthat could have a material variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support, or that engages in leasing, hedging or researchfuture effect on the Company's cash requirements:
Letters of Credit and development arrangements. The Company’s primaryoff-balance sheet arrangements include operating leases, which are summarized in the contractual obligations table underContractual Obligations,above,and certain municipal bond obligations, as discussed below.

Surety Bonds. As of December 31, 2017,2023, United had cash collateralized $75approximately $518 million of letters of credit. United also had $362 million ofcredit and surety bonds securing various obligations at December 31, 2017. Mostwith expiration dates through 2033. Certain of these amounts are cash collateralized and reported within Restricted cash on our statement of financial position. See Note 12 to the financial statements included in Part II, Item 8 of this report for more information related to these letters of credit have evergreen clauses and are expected to be renewed on an annual basis. The surety bonds have expiration dates through 2021.

bonds.

Guarantee of Debt of Others. As of December 31, 2017,2023, United is the guarantor of approximately $1.8 billion in aggregate principal amount oftax-exempt special facilities revenue bonds and interest thereon. These bonds, issued by various airport municipalities, are payable solely from rentals paid under long-term agreements with the respective governing bodies. The leasing arrangements associated with a majority of these obligations are accounted for as operating leases. The leasing arrangements associated with a portion of these obligations are accounted for as capital leases. The annual lease payments for those obligations are included in the contractual obligations table underContractual Obligations,above.

As of December 31, 2017, United is the guarantor of $157$77 million of aircraft mortgage debt issued by one of United’sUnited's regional carriers. The aircraft mortgage debt is subject to increased cost provisions and the Company would potentially be responsible for those costs under the guarantees. The increased cost provisions in the $157$77 million of aircraft mortgage debt are similar to those in certain of the Company’sCompany's debt agreements. See discussion underIncreased Cost Provisions,below, for additional information on increased cost provisions related to the Company’sCompany's debt.

EETCs. As of December 31, 2017, United had $8.6 billion principal amount of equipment notes outstanding issued under EETC financings. Generally, the structure of these EETC financings consists of pass-through trusts created by United to issue pass-through certificates, which represent fractional undivided interests in the respective pass-through trusts and are not obligations of United. The proceeds of the issuance of the pass-through certificates are used to purchase equipment notes which are issued by United and secured by its aircraft. The payment obligations under the equipment notes are those of United. Proceeds received from the sale of pass-through certificates are initially held by a depositary in escrow for the benefit of the certificate holders until United issues equipment notes to the trust, which purchases such notes with a portion of the escrowed funds. These escrowed funds are not guaranteed by United and are not reported as debt on United’s consolidated balance sheet because the proceeds held by the depositary are not United’s assets.

Increased Cost Provisions. In United’s financing transactions that include loans, United typically agrees to reimburse lenders for any reduced returns with respect to the loans due to any change in capital requirements and, in the case of loans in which the interest rate is based on LIBOR, for certain other increased costs that the lenders incur in carrying these loans as a result of any change in law, subject, in most cases, to obligations of the lenders to take certain limited steps to mitigate the requirement for, or the amount of, such increased costs. At December 31, 2017, the Company had $3.4 billion of floating rate debt and $60 million of fixed rate debt, with remaining terms of up to 11 years, that are subject to these increased cost provisions. In several financing transactions involving loans or leases fromnon-U.S. entities, with remaining terms of up to 11 years and an aggregate balance of $3.3 billion, the Company bears the risk of any change in tax laws that would subject loan or lease payments thereunder tonon-U.S. entities to withholding taxes, subject to customary exclusions.

Fuel Consortia.United participates in numerous fuel consortia with other air carriers at major airports to reduce the costs of fuel distribution and storage. Interline agreements govern the rights and responsibilities of the consortia members and provide for the allocation of the overall costs to operate the consortia based on usage. The

consortia (and in limited cases, the participating carriers) have entered into long-term agreements to lease certain airport fuel storage and distribution facilities that are typically financed throughtax-exempt bonds (either special facilities lease revenue bonds or general airport revenue bonds), issued by various local municipalities.debt obligations. In general, each consortium lease agreement requires the consortium to make lease payments in amounts sufficient to pay the maturing principal and interest payments on the bonds.these debt obligations. As of December 31, 2017,2023, approximately $1.5$2.5 billion principal amount of such bonds wereloans was secured by significant fuel facility leases in which United participates, as to which United and each of the signatory airlines has provided indirect guarantees of the debt. As of December 31, 2017,2023, the Company’sCompany's contingent exposure was approximately $244$447 million principal amount of such bondsobligations based on its recent consortia participation. The Company’sCompany's contingent exposure could increase if the participation of other air carriers decreases. The guarantees will expire when thetax-exempt bondsthese obligations are paid in full, which ranges from 20222027 to 2049.2056. The Company didconcluded it was not necessary to record a liability at the timefor these indirect guarantees were made.

guarantees.

Increased Cost Provisions. In United's financing transactions that include loans in which United is the borrower, United typically agrees to reimburse lenders for any reduced returns with respect to the loans due to any change in capital requirements
46

and, in the case of loans with respect to which the interest rate is based on the Secured Overnight Financing Rate ("SOFR"), for certain other increased costs that the lenders incur in carrying these loans as a result of any change in law, subject, in most cases, to obligations of the lenders to take certain limited steps to mitigate the requirement for, or the amount of, such increased costs. The Company elected to apply the guidance in Accounting Standards Codification 848, Reference Rate Reform, to contracts and transactions that transitioned from the London Interbank Offered Rate (LIBOR) to SOFR. The application of this guidance did not have any material impact on the Company's financial statements. At December 31, 2023, the Company had $11.3 billion of floating rate debt with remaining terms of up to approximately 12 years that are subject to these increased cost provisions. In several financing transactions involving loans or leases from non-U.S. entities, with remaining terms of up to approximately 12 years and an aggregate balance of $8.1 billion, the Company bears the risk of any change in tax laws that would subject loan or lease payments thereunder to non-U.S. entities to withholding taxes, subject to customary exclusions.
Critical Accounting Policies

Critical accounting policies are defined as those that are affected by significant judgments and uncertainties which potentially could result in materially different accounting under different assumptions and conditions. The Company has prepared the financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”),GAAP, which requires management to make estimates and assumptions that affect the reported amounts in the financial statements. Actual results could differ from those estimates under different assumptions or conditions. The Company has identified the following critical accounting policies that impact the preparation of the financial statements.

Revenue Recognition.Recognition. Passenger revenue is recognized when transportation is provided. Passenger tickets and related ancillary services sold by the Company for flights are purchased primarily via credit card transactions, with payments collected by the Company in advance of the performance of related services. The Company initially records passenger ticket sales and tickets sold by other airlines for use on United as passenger revenue when the transportation is provided or upon estimated breakage. The value of unused passenger tickets is included in current liabilities asits Advance ticket sales.sales liability, deferring revenue recognition until the travel occurs. For travel that has more than one flight segment, the Company deems each segment as a separate performance obligation and recognizes revenue for each segment as travel occurs. Tickets sold by other airlines where the Company provides the transportation are recordedrecognized as passenger revenue at the estimated valuesvalue to be billed to the other airlines.airline when travel is provided. Differences between amounts billed and the actual amounts may be rejected and rebilled or written off if the amount recorded was different from the original estimate. When necessary, the Company records a reserve against its interline billings and payables ifwith other airlines based on historical experience indicatesexperience.
The Company sells certain tickets with connecting flights with one or more segments operated by its other airline partners. For segments operated by its other airline partners, the Company has determined that these amounts are different.Non-refundable tickets generally expireit is acting as an agent on the datebehalf of the intended flight, unlessother airlines as they are responsible for their portion of the date is extended by notification fromcontract (i.e. transportation of the customer on or beforepassenger). The Company, as the intended flight date. Basic Economy tickets cannot be extended and refunds are not allowed except for ticket cancellations that areagent, recognizes revenue within 24 hours of purchase and one week or more prior to the original scheduled departure flight.

Fees charged in association with changes or extensions tonon-refundable tickets are recorded as otherOther operating revenue at the time of the fee is incurred.travel for the net amount representing commission to be retained by the Company for any segments flown by other airlines.

Advance ticket sales represent the Company's liability to provide air transportation in the future. All tickets sold at any given point in time have travel dates through the next 12 months. The fare on the changed ticket, including any additional collection of fare, is deferred and recognized in accordance with our transportation revenue recognition policy at the time the transportation is provided. Change feesCompany defers amounts related tonon-refundable tickets are considered a separate transaction from the air transportation because they represent a charge for the Company’s additional service to modify a previous sale. Therefore, the pricing of the change fee and the initial customer order are separately determined and represent distinct earnings processes.

future travel in its Advance ticket sales liability account.

The Company records an estimateestimates the value of breakage revenue on the flight date for ticketsAdvance ticket sales that will expire unused. Theseunused ("breakage") and recognizes revenue and any changes in estimates are based onin proportion to the evaluationusage of actualthe related tickets. To determine breakage, the Company uses its historical resultsexperience with expired tickets and forecasted trends. Refundable tickets expire after one year fromcertificates and other facts, such as recent aging trends, program changes and modifications that could affect the date of issuance.

The Financial Accounting Standards Board (“FASB”) issued Accounting Standards UpdateNo. 2014-09,Revenue from Contracts with Customers (Topic 606)(“Topic 606”). Topic 606 prescribes that an entity should recognize revenue to depict the transfer of promised goods orultimate expiration patterns.

Frequent Flyer Accounting. United's MileagePlus loyalty program builds customer loyalty by offering awards, benefits and services to customersprogram participants. Members in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard impacts the classification of certain revenue streams and affects the timing of revenue and expense recognition for others. For the Company, the most significant impact of the standard is the reclassification of certain ancillary fees from other operating revenue into passenger revenue on the statement of consolidated operations. For 2016 and 2017, the amount to be

reclassified at adoption of the new standard from other operating revenue into passenger revenue under Topic 606 is approximately $2.0 billion and $2.1 billion, respectively. These ancillary fees are directly related to passenger travel, such as ticket change fees and baggage fees, and will no longer be considered distinct performance obligations separate from the passenger travel component. In addition, the ticket change fees, which were previously recognized when received, will be recognized when transportation is provided. On January 1, 2018, we adopted Topic 606 using the full-retrospective approach. See Note 1 to the financial statements included in Part II, Item 8 of this report for additional information on recently issued accounting standards.

Frequent Flyer Accounting.United’s MileagePlus program is designed to increase customer loyalty. Program participants earn miles by flyingfor travel on United, United Express, Star Alliance members and certain other participating airlines. Program participantsairlines that participate in the program. Members can also earn miles through purchasesby purchasing goods and services from otherour network of non-airline partners that participate in United’s loyalty program. partners. We have contracts to sell miles to these partners whichwith the terms extending from one to six years. These partners include domestic and international credit card issuers, retail merchants, hotels, car rental companies and our participating airline partners. Miles can be redeemed for free (other than taxes and government imposedgovernment-imposed fees), discounted or upgraded air travel andnon-travel awards. The Company records its obligation for future award redemptions using a deferred revenue model.

When frequent flyers earn miles for flights, the Company recognizes a portion of the ticket sales as revenue when the air transportation occurs and defers a portion of the ticket sale representing the value of the related miles as a multiple-deliverable revenue arrangement. The Company determines the estimated selling price of air transportation and miles as if each element is sold on a separate basis. The total consideration from each ticket sale is then allocated to each of these elements, individually, on a pro rata basis. The miles are recorded in Frequent flyer deferred revenue on the Company’s consolidated balance sheet and recognized into revenue when the transportation is provided.

The Company’s estimated selling price of miles is based on an equivalent ticket value less fulfillment discount, which incorporates the expected redemption of miles, as the best estimate of selling price for these miles. The equivalent ticket value is based on the prior 12 months’ weighted average equivalent ticket value of similar fares as those used to settle award redemptions while taking into consideration such factors as redemption pattern, cabin class, loyalty status and geographic region. The estimated selling price of miles is adjusted by a fulfillment discount that considers a number of factors, including redemption patterns of various customer groups.

Co-Brand Agreement. United has a significant contract (the "Co-Brand Agreement") to sell MileagePlus miles to itsco-branded credit card partner Chase. Chase awards miles to MileagePlus members based on their credit card activity. United identified the following significant separately identifiable performance obligations in the Co-Brand Agreement:
MileagePlus miles awarded – United has a performance obligation to provide MileagePlus cardholders with miles to be used for air travel and non-travel award redemptions. The Company records Passenger revenue elementsrelated to the travel awards when the transportation is provided and records Other revenue related to the non-travel awards when the goods
47

or services are delivered. The Company records the cost associated with non-travel awards in its Second AmendedOther operating revenue, as an agent.
Marketing – United has a performance obligation to provide Chase access to United's customer list and RestatedCo-Branded Cardthe use of United's brand. Marketing Services Agreement (the“Co-Brand Agreement”): the air transportation element represented by the valuerevenue is recorded to Other operating revenue as miles are delivered to Chase.
Advertising – United has a performance obligation to provide advertising in support of the mile (generally resulting from its redemption for future air transportationMileagePlus card in various customer contact points such as United's website, email promotions, direct mail campaigns, airport advertising and whose fair valuein-flight advertising. Advertising revenue is described above);recorded to Other operating revenue as miles are delivered to Chase.
Other travel-related benefits – United's performance obligations are comprised of various items such as waived bag fees, seat upgrades and lounge passes. Lounge passes are recorded to Other operating revenue as customers use the lounge passes. Bag fees and seat upgrades are recorded to Passenger revenue at the time of the United brand and accessassociated travel.
We account for all the payments received under the Co-Brand Agreement by allocating them to MileagePlus member lists; advertising; and other travel related benefits.

the separately identifiable performance obligations. The fair value of the elementsseparately identifiable performance obligations is determined using management’smanagement's estimated selling price of each element.component. The objective of using the estimated selling price based methodology is to determine the price at which we would transact a sale if the product or service were sold on a stand-alone basis. Accordingly, we determine our best estimate of selling price by considering multiple inputs and methods including, but not limited to, discounted cash flows, brand value, volume discounts, published selling prices, number of miles awarded and number of miles redeemed. The Company estimated the selling prices and volumes over the term of theCo-Brand Agreement, at the inception of the contract, in order to determine the allocation of proceeds to each of the multiple elementscomponents to be delivered. We also evaluate volumes on an annual basis, which may result in a change in the allocation of the estimated selling priceconsideration from the Co-Brand Agreement on a prospective basis.

The Company records passenger revenue related to the air transportation element when the transportation is delivered. The other elements are generally recognized as Other operating revenue when earned.

The Company accounts for miles sold and awarded that will never be redeemed by program members, which we refer to as breakage. The Company reviews its breakage estimates annually based upon the latest available information regarding redemption and expiration patterns. Miles expire after 18 months of member account

inactivity. The Company’s estimate of the expected expiration of miles requires significant management judgment. Current and future changes to expiration assumptions or to the expiration policy, 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 programs.

The following table summarizes information related to the Company’s Frequent flyer deferred revenue liability:

Frequent flyer deferred revenue at December 31, 2017 (in millions)

$4,741   

Percentage of miles earned expected to expire

18%

Impact of 1% change in outstanding miles or weighted average ticket value on deferred revenue (in millions)

$53   

Long-Lived Assets.The net book value of operating property and equipment for the Company was $26 billion and $23 billion at December 31, 2017 and 2016, respectively. The assets’ recorded value is impacted by a number of accounting policy elections, including the estimation of useful lives and residual values and, when necessary, the recognition of asset impairment charges.

The Company records assets acquired, including aircraft, at acquisition cost. Depreciable life is determined through economic analysis, such as reviewing existing fleet plans, obtaining appraisals and comparing estimated lives to other airlines that operate similar fleets. The Company has generally estimated the lives of those aircraft to be between 25 and 30 years. Residual values are estimated based on historical experience with regard to the sale of both aircraft and spare parts and are established in conjunction with the estimated useful lives of the related fleets. Residual values are based on when the aircraft are acquired and typically reflect asset values that have not reached the end of their physical life. Both depreciable lives and residual values are revised periodically as facts and circumstances arise to recognize changes in the Company’s fleet plan and other relevant information. Aone-year increase in the average depreciable life of the Company’s flight equipment would reduce annual depreciation expense on flight equipment by approximately $76 million.

The Company evaluates the carrying value of long-lived assets and intangible assets subject to amortization whenever events or changes in circumstances indicate that an impairment may exist. For purposes of this testing, the Company has generally identified the aircraft fleet type as the lowest level of identifiable cash flows for purposes of testing aircraft for impairment. An impairment charge is recognized when the asset’s carrying value exceeds its net undiscounted future cash flows and its fair market value. The amount of the charge is the difference between the asset’s carrying value and fair market value.

See Note 14 to the financial statements included in Part II, Item 8 of this report for additional information.

Indefinite-lived intangible assets.The Company has indefinite-lived intangible assets, including goodwill. Goodwill and indefinite-lived intangible assets are not amortized but are reviewed for impairment on an annual basis as of October 1, or on an interim basis whenevermore frequently if events or circumstances indicate that the asset may be impaired. When there is a triggering event, occurs. Anthe Company typically determines fair value using either market or variation of the income approach valuation techniques. These measurements include the following key assumptions: (1) forecasted revenues, expenses, margin and cash flows, (2) terminal period growth rate, (3) an estimated weighted average cost of capital, (4) asset-specific risk factor and (5) a tax rate. These assumptions are consistent with those that hypothetical market participants would use. Because we are required to make estimates and assumptions when evaluating goodwill and indefinite-lived intangible assets for impairment, occursactual results may differ materially from these estimates. Actual results will be influenced by the competitive environment, fuel costs and other expenses, and potentially other unforeseen events or circumstances that could have a material impact on future results. We recognize an impairment when the fair value of an intangible asset is less than its carrying value. In 2017,

Every year, the Hong Kong routes hadCompany evaluates its indefinite-lived intangible assets for possible impairments. For the Company's China route authority, the Company performed a quantitative assessment which involved determining the fair value cushion that was less than 10% of its carrying value. The value of the routesasset and comparing that amount to the asset's carrying value. For all other intangible assets, the Company performed a qualitative assessment of whether it was negatively impacted bymore likely than not that an impairment had occurred. To determine the slowdownfair value of the Hong Kong market coupled with industry oversupply. AsChina route authority, the Company used a result, this intangible asset is susceptiblediscounted cash flow method. Key inputs into the models included forecasted revenues, fuel costs, other operating costs, margin and an overall discount rate. These assumptions are inherently uncertain as they relate to impairment risk from adverse changes in this particular market. While management has implemented strategies to address the shifts in supplyfuture events and demand dynamics, further adverse changes could reduce the underlying cash flows used to estimate fair valuecircumstances.
See Notes 1 and could trigger impairment charges of the Hong Kong routes.

See Note 213 to the financial statements included in Part II, Item 8 of this report for additional information.

Defined Benefit Plan Accounting.We sponsor defined benefit pension plans for eligible employees and retirees. The most critical assumptions impacting our defined benefit pension plan obligations and expenses are

Cautionary Statement Regarding Forward-Looking Statements
This report contains certain "forward-looking statements," within the weighted average discount rate and the expected long-term ratemeaning of return on the plan assets.

United’s pension plans’ under-funded status was $1.9 billion at December 31, 2017. Funding requirements fortax-qualified defined benefit pension plans are determined by government regulations. In 2018, we anticipate

contributing at least $420 million to our pension plans. The fair valueSection 27A of the plans’ assets was $3.9 billion at December 31, 2017.

When calculating pension expense for 2018, the Company assumed that its plans’ assets would generate a long-term rateSecurities Act of return of approximately 7.3%. The expected long-term rate of return assumption was developed based on historical experience1933, as amended, and input from the trustee managing the plans’ assets. The expected long-term rate of return on plan assets is based on a target allocation of assets, which is based on a goal of earning the highest rate of return while maintaining risk at acceptable levels. Our projected long-term rate of return reflects the active management of our plans’ assets. The plans strive to have assets sufficiently diversified so that adverse or unexpected results from one security class will not have an unduly detrimental impact on the entire portfolio. Plan fiduciaries regularly review actual asset allocation and the pension plans’ investments are periodically rebalanced to the targeted allocation when considered appropriate.

The defined benefit pension plans’ assets consist of return generating investments and risk mitigating investments which are held through direct ownership or through interests in common collective trusts. Return generating investments include primarily equity securities, fixed-income securities and alternative investments (e.g. private equity and hedge funds). Risk mitigating investments include primarily U.S. government and investment grade corporate fixed-income securities. The allocation of assets was as follows at December 31, 2017:

   Percent of Total   Expected Long-Term
Rate of Return
 

  Equity securities

   36  %    9.5  % 

  Fixed-income securities

   37         5.5      

  Alternatives

   16         7.3      

  Other

   11         7.3      

Pension expense increases as the expected rate of return on plan assets decreases. Lowering the expected long-term rate of return on plan assets by 50 basis points (from 7.3% to 6.8%) would increase estimated 2018 pension expense by approximately $20 million. Future pension obligations for United’s plans were discounted using a weighted average rate of 3.65% at December 31, 2017. The Company selected the discount rate for substantially all of its plans by using a hypothetical portfolio of high quality bonds at December 31, 2017 that would provide the necessary cash flows to match the projected benefit payments. The pension liability and future pension expense both increase as the discount rate is reduced. Lowering the discount rate by 50 basis points (from 3.65% to 3.15%) would increase the pension liability at December 31, 2017 by approximately $651 million and increase the estimated 2018 pension expense by approximately $80 million. Future changes in plan asset returns, plan provisions, assumed discount rates, pension funding law and various other factors related to the participants in our pension plans will impact our future pension expense and liabilities. We cannot predict with certainty what these factors will be in the future.

Actuarial gains or losses are triggered by changes in assumptions or experience that differ from the original assumptions. Under the applicable accounting standards for defined benefit pension plans, those gains and losses are not required to be recognized currently as pension benefit expense, but instead may be deferred as part of accumulated other comprehensive income and amortized into expense over the average remaining service lifeSection 21E of the covered active employees. All gains and lossesSecurities Exchange Act of 1934, as amended, including in accumulated other comprehensive income are amortized to expense over the remaining years of service of the covered active employees. At December 31, 2017 and 2016, the Company had unrecognized actuarial losses for pension benefit plans of $1.6 billion and $1.5 billion, respectively, recorded in accumulated other comprehensive income.

Other Postretirement Benefit Plan Accounting.United’s postretirement plan provides certain health care benefits, primarily in the United States, to retirees and eligible dependents, as well as certain life insurance benefits to certain retirees reflected as “Other Benefits.” United also has retiree medical programs that permit retirees who meet certain age and service requirements to continue medical coverage between retirement and

Medicare eligibility. Eligible employees are required to pay a portion of the costs of their retiree medical benefits, which in some cases may be offset by accumulated unused sick time at the time of their retirement. Plan benefits are subject toco-payments, deductibles and other limits as described in the plans.

The Company accounts for other postretirement benefits by recognizing the difference between plan assets and obligations, or the plan’s funded status, in its financial statements. Other postretirement benefit expense is recognized on an accrual basis over employees’ approximate service periods and is generally calculated independently of funding decisions or requirements. United has not been required topre-fund its plan obligations, which has resulted in a significant net obligation, as discussed below. The Company’s benefit obligation was $1.7 billion for the other postretirement benefit plans at December 31, 2017 and 2016.

The calculation of other postretirement benefit expense and obligations requires the use of a number of assumptions, including the assumed discount rate for measuring future payment obligations and the health care cost trend rate. The Company determines the appropriate discount rate for each of the plans based on current rates on high quality corporate bonds that would generate the cash flow necessary to pay plan benefits when due. The Company’s weighted average discount rate to determine its benefit obligations as of December 31, 2017 was 3.63%, as compared to 4.07% for December 31, 2016. The health care cost trend rate assumed for 2017 was 6.50%, declining to 5.0% in 2023, as compared to assumed trend rate for 2018 of 6.25%, declining to 5.0% in 2023. A 1% increase in assumed health care trend rates would increase the Company’s total service and interest cost for the year ended December 31, 2017 by $11 million; whereas, a 1% decrease in assumed health care trend rates would decrease the Company’s total service and interest cost for the year ended December 31, 2017 by $8 million. A one percentage point decrease in the weighted average discount rate would increase the Company’s postretirement benefit liability by approximately $185 million and increase the estimated 2017 benefits expense by approximately $8 million.

Actuarial gains or losses are triggered by changes in assumptions or experience that differ from the original assumptions and prior service credits result from a retroactive reduction in benefits due under the plans. Under the applicable accounting standards for postretirement welfare benefit plans, actuarial gains and losses and prior service credits are not required to be recognized currently, but instead may be deferred as part of accumulated other comprehensive income and amortized into expense over the average remaining service life of the covered active employees or the average life expectancy of inactive participants. At December 31, 2017 and 2016, the Company had unrecognized actuarial gains for postretirement welfare benefit plans of $301 million and $384 million, respectively, recorded in accumulated other comprehensive income.

Income Taxes. The Tax Act, among other changes, reduces the federal corporate income tax rate to 21% beginning in 2018, requires companies to pay aone-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. As of December 31, 2017, we had not completed our analysis of all aspects of the Tax Act. However, we have made a provisional estimate for its effect on our existing deferred tax balances and theone-time transition tax. We remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%. We are still analyzing certain aspects of the Tax Act and refining our calculations, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts.

Forward-Looking Information

Certain statements throughout Part II, Item 7, Management’s7. Management's Discussion and Analysis of Financial Condition and Results of Operations and elsewhere, in this report are forward-lookingrelating to, among other things, goals, plans and thus reflectprojections regarding the Company’s current expectationsCompany's financial position, results of operations, market position, capacity, fleet, product development, ESG-related strategy initiatives and beliefs with respect to certain current and future events and anticipated financial and operating performance.business strategy. Such forward-looking statements are based on historical performance and will be subject to manycurrent expectations, estimates, forecasts and projections about the Company's future financial results, goals, plans, commitments, strategies and objectives and involve inherent risks, assumptions and uncertainties, relatingknown or unknown, including internal or external factors that could delay, divert or change any of them, that are difficult to predict, may be beyond the Company’s operationsCompany's control and business environment that maycould cause actualthe Company's future financial results, goals, plans, commitments, strategies and objectives to differ materially from any future resultsthose expressed in, or implied in such forward-lookingby, the statements. Words such as “expects,” “will,” “plans,” “anticipates,” “indicates,” “believes,” “estimates,” “forecast,” “guidance,” “outlook,” “goals”"should," "could," "would," "will," "may," "expects," "plans," "intends," "anticipates," "indicates," "remains," "believes," "estimates," "projects," "forecast," "guidance," "outlook," "goals," "targets," "pledge," "confident," "optimistic," "dedicated," "positioned," and other words and terms of similar expressionsmeaning and expression are intended to identify forward-looking statements.

statements, although not

Additionally,

48

all forward-looking statements includecontain such terms. All statements, other than those that do not relate solely to historical facts, such asare forward-looking statements.
Additionally, forward-looking statements whichinclude conditional statements and statements that identify uncertainties or trends, discuss the possible future effects of current known trends or uncertainties, or whichthat indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed or assured. All forward-looking statements in this report are based upon information available to us on the date of this report. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except as required by applicable law.

law or regulation.

Our actual results could differ materially from these forward-looking statements due to numerous factors including, without limitation, the following: generalexecution risks associated with our strategic operating plan; changes in our network strategy or other factors outside our control resulting in less economic conditions (including interest rates, foreign currency exchange rates, investmentaircraft orders, costs related to modification or credit market conditions, crude oil prices, coststermination of aircraft fuelorders or entry into less favorable aircraft orders, as well as any inability to accept or integrate new aircraft into our fleet as planned, including as a result of any mandatory groundings of aircraft; any failure to effectively manage, and energy refining capacity in relevant markets); economicreceive anticipated benefits and political instabilityreturns from, acquisitions, divestitures, investments, joint ventures and other risksportfolio actions, as well as related costs or other issues, or related exposures to unknown liabilities or other issues or underperformance as compared to our expectations; adverse publicity, harm to our brand, reduced travel demand, potential tort liability and operational restrictions as a result of doingan accident, catastrophe or incident involving us, our regional carriers, our codeshare partners or another airline; the highly competitive nature of the global airline industry and susceptibility of the industry to price discounting and changes in capacity, including as a result of alliances, joint business globally; demand for travelarrangements or other consolidations; our reliance on a limited number of suppliers to source a majority of our aircraft, engines and certain parts, and the impact that globalof any failure to obtain timely deliveries, additional equipment or support from any of these suppliers; disruptions to our regional network and United Express flights provided by third-party regional carriers; unfavorable economic and political conditions have on customer travel patterns; competitive pressures on pricing and on demand; demand for transportation in the markets in which we operate; our capacity decisionsUnited States and the capacity decisions of our competitors; the effects of any hostilities, act of war or terrorist attack; the effects of any technology failures or cybersecurity breaches; the impact of regulatory, investigativeglobally; reliance on third-party service providers and legal proceedings and legal compliance risks; disruptions to our regional network; the ability of other air carriers with whom we have alliances or partnerships to provide the services contemplated by the respective arrangements with such carriers; costs associated with any modification or termination of our aircraft orders; potential reputational or other impact from adverse events in our operations, the operations of our regional carriers or the operations of our code share partners; our ability to attract and retain customers; our ability to execute our operational plans and revenue-generating initiatives, including optimizing our revenue; our ability to control our costs, including realizing benefits from our resource optimization efforts, cost reduction initiatives and fleet replacement programs; the impact of any management changes;significant failure of these parties to perform as expected, or interruptions in our abilityrelationships with these providers or their provision of services; extended interruptions or disruptions in service at major airports where we operate and space, facility and infrastructure constraints at our hubs or other airports; geopolitical conflict, terrorist attacks or security events (including the suspension of our overflying in Russian airspace as a result of the Russia-Ukraine military conflict and to cost-effectively hedge against increases inTel Aviv as a result of the priceIsraeli-Hamas military conflict and an escalation of aircraft fuel if we decidethe broader economic consequences of the conflicts beyond their current scope); any damage to do so; any potential realizedour reputation or unrealized gains or losses relatedbrand image; our reliance on technology and automated systems to any fuel or currency hedging programs; labor costs;operate our ability to maintain satisfactory labor relationsbusiness and the resultsimpact of any collective bargaining agreement process withsignificant failure or disruption of, or failure to effectively integrate and implement, these technologies or systems; increasing privacy, data security and cybersecurity obligations or a significant data breach; increased use of social media platforms by us, our employees and others; the impacts of union groups; any disruptions to operations due to any potential actions by our labor groups; an outbreak of a disease that affects travel demanddisputes, employee strikes or travel behavior; U.S. or foreign governmental legislation, regulationslowdowns, and other labor-related disruptions or regulatory compliance costs on our operations or financial performance; any failure to attract, train or retain skilled personnel, including our senior management team or other key employees; the monetary and operational costs of compliance with extensive government regulation of the airline industry; current or future litigation and regulatory actions, (including Open Skies agreements and environmental regulations); industry consolidation or changes in airline alliances; our abilityfailure to comply with the terms of any settlement, order or agreement relating to these actions; costs, liabilities and risks associated with environmental regulation and climate change, and any failure to achieve or demonstrate progress towards our variousclimate goals; high and/or volatile fuel prices or significant disruptions in the supply of aircraft fuel; the impacts of our significant amount of financial leverage from fixed obligations and the impacts of insufficient liquidity on our financial condition and business; failure to comply with financial and other covenants governing our debt, including our MileagePlus® financing arrangements; the costs and availability of financing;agreements; limitations on our ability to maintain adequate liquidity; the costs and availability of aviation and other insurance; weather conditions; our ability to utilizeuse our net operating lossesloss carryforwards and certain other tax attributes to offset future taxable income;income for U.S. federal income tax purposes; our failure to realize the impact of changes in tax laws; the successfull value of our investmentsintangible assets or our long-lived assets, causing us to record impairments; fluctuations in airlinesthe price of our common stock; the impacts of seasonality and other factors associated with the airline industry; increases in other parts of the world;insurance costs or inadequate insurance coverage and other risks and uncertainties set forth under Part I, Item 1A., Risk Factors, of this Form 10-K, and under "Economic and Market Factors" and "Governmental Actions" in Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, of this report, as well as other risks and uncertainties set forth from time to time in the reports we file with the SEC.

The foregoing list sets forth many, but not all, of the factors that could impact our ability to achieve results described in any forward-looking statements. Investors should understand that it is not possible to predict or identify all such factors and should not consider this list to be a complete statement of all potential risks and uncertainties. It is routine for our internal projections and expectations to change as the year or each quarter in the year progresses, and therefore it should be clearly understood that the internal projections, beliefs and assumptions upon which we base our expectations may change. For instance, we regularly monitor future demand and booking trends and adjust capacity, as needed. As such, our actual flown capacity may differ materially from currently published flight schedules or current estimations.
49

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are exposed to market risk resulting from changes in currency exchange rates and interest rates. These risks, along with other business risks, impact our cost of capital. It is our policy to manage our debt structure and foreign exchange exposure in order to manage capital costs, control financial risks and maintain financial flexibility over the long term. In managing market risks, we may employ derivatives according to documented policies and procedures, including interest rate swaps, interest rate locks, foreign currency exchange contracts and combined interest rate foreign currency contracts (cross-currency swaps). We do not use derivatives for trading or speculative purposes. We do not foresee significant changes in the strategies we use to manage market risk in the near future. All of our financial instruments are subject to counterparty credit risk considered as part of the overall fair value measurement.
Interest Rates. Our net income is affected by fluctuations in interest rates (e.g. interest expense on variable rate debt and interest income earned on short-term investments). The Company’sCompany's policy is to manage interest rate risk through a combination of fixed and variable rate debt. The following table summarizes information related to the Company’sCompany's interest rate market risk at December 31, 2023 (in millions):

   2017   2016 

  Variable rate debt

    

  Carrying value of variable rate debt at December 31

   $3,342     $2,582  
  Impact of 100 basis point increase on projected interest expense for the following year   33     25  

  Fixed rate debt

    

  Carrying value of fixed rate debt at December 31

   9,926     8,185  

  Fair value of fixed rate debt at December 31

   10,349       8,469  

  Impact of 100 basis point increase in market rates on fair value

   (403)    (340) 

Variable rate debt
Carrying value of variable rate debt$11,184 
Impact of 100 basis point increase on projected interest expense for the following year77 
Fixed rate debt
Carrying value of fixed rate debt17,891 
Fair value of fixed rate debt17,276 
Impact of 100 basis point increase in market rates on fair value(406)

A change in market interest rates would also impact interest income earned on our cash, cash equivalents and short-term investments. Assuming our cash, cash equivalents and short-term investments remain at their average 20172023 levels, a 100 basis point increase in interest rates would result in a corresponding increase in the Company’sCompany's interest income of approximately $45$171 million during 2018.

2024.

Commodity Price Risk (Aircraft Fuel). The price level of aircraft fuel can significantly affect the Company’sCompany's operations, results of operations, financial position and liquidity.

Our operational and financial results can be significantly impacted by changes in the price and availability of aircraft fuel. To provide adequate supplies of fuel, the Company routinely enters into purchase contracts that are customarily indexed to market prices for aircraft fuel, and the Company generally has some ability to cover short-term fuel supply and infrastructure disruptions at some major demand locations. The price of aircraft fuel has fluctuated substantially in the past several years and in order to lower its exposure to unpredictable increases in the market prices of aircraft fuel, the Company has historically hedged a portion of its planned fuel requirements. The Company’sCompany's current strategy is to not enter into transactions to hedge fuel price volatility, although the Company regularly reviews its policy based on market conditions and other factors. The Company’s 2018 forecasted fuel consumption is presently approximately four billion gallons, and based on this forecast, a one dollarA one-dollar change in the price of a barrel of crude oilaircraft fuel would change the Company’s annualCompany's 2024 projected fuel expense by approximately $96$100 million.

Foreign Currency.The Company generates revenues and incurs expenses in numerous foreign currencies. Changes in foreign currency exchange rates impact the Company’sCompany's results of operations through changes in the dollar value of foreign currency-denominated operating revenues and expenses. Some of the Company’sCompany's more significant foreign currency exposures include the Canadian dollar, European euro, Japanese yen, Chinese renminbi, European euro, British poundBrazilian real and Japanese yen.Mexican peso. The Company’sCompany's current strategy is to not enter into transactions to hedge its foreign currency sales,exposure, although the Company regularly reviews its policy based on market conditions and other factors.

The result of a uniform 10 percent1% strengthening in the value of the U.S. dollar from December 31, 20172023 levels relative to each of the currencies in which the Company has foreign currency exposure would result in a decrease inpre-tax income of approximately $245$16 million for the year ending December 31, 2018.2024. This sensitivity analysis was prepared based upon projected 20182024 foreign currency-denominated revenues and expenses as of December 31, 2017.

2023.

50

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.


Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of

United ContinentalAirlines Holdings, Inc.


Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of United ContinentalAirlines Holdings, Inc. (the “Company”"Company") as of December 31, 20172023 and 2016,2022, the related consolidated statements of operations, comprehensive income (loss), stockholders' equity and cash flows, and stockholders’ equity for each of the three years in the period ended December 31, 2017,2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated"consolidated financial statements”statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 20172023 and 2016,2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017,2023, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB)("PCAOB"), the Company’sCompany's internal control over financial reporting as of December 31, 2017,2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 22, 2018,29, 2024, expressed an unqualified opinion thereon.


Basis for Opinion

These financial statements are the responsibility of the Company’sCompany's management. Our responsibility is to express an opinion on the Company’sCompany's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.


Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that is communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
51

Indefinite-lived Intangible Asset (China Route Authorities) Impairment Analysis
Description of the MatterAs discussed in Note 1 of the consolidated financial statements, indefinite-lived assets are reviewed for impairment on an annual basis as of October 1, or more frequently if events or circumstances indicate that the asset may be impaired. For the Company’s China route authority, the Company performed a quantitative assessment which involved determining the fair value of the asset and comparing that amount to the asset’s carrying value. At December 31, 2023, the carrying value of the Company's China route authority indefinite-lived intangible asset (the China intangible asset) was $1.0 billion.
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, 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 AuditWe tested the Company's design and operating effectiveness of internal controls that address the risk of material misstatement relating to the estimate of fair value of the China intangible asset used in the annual impairment test. This included testing controls over management's review of the significant assumptions used in the discounted cash flow methodology, including forecasted revenues, fuel costs, other operating costs, margin and the overall discount rate.
To test the estimated fair value of the Company's China intangible asset, we performed audit procedures that included, among others, assessing the fair value methodology used by management and evaluating the significant assumptions used in the valuation model. We compared significant assumptions to current industry, market and economic trends, and to the Company's historical results. We assessed the historical accuracy of management's estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the China intangible asset that would result from changes in assumptions. We also involved a valuation specialist to assist in our evaluation of the Company's overall discount rate.


/s/ Ernst & Young LLP


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



Chicago, Illinois

February 22, 2018

29, 2024

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

52



Report of Independent Registered Public Accounting Firm
To the Stockholder and the Board of Directors of

United Airlines, Inc.


Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of United Airlines, Inc. (the “Company”"Company") as of December 31, 20172023 and 2016,2022, and the related consolidated statements of operations, comprehensive income (loss), stockholder's equity and cash flows, and stockholder’s equity, for each of the three years in the period ended December 31, 2017,2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated"consolidated financial statements”statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 20172023 and 2016,2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017,2023, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’sCompany's management. Our responsibility is to express an opinion on the Company’sCompany's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of the Company’sits internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’sCompany's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

53

Indefinite-lived Intangible Asset (China Route Authorities) Impairment Analysis
Description of the MatterAs discussed in Note 1 of the consolidated financial statements, indefinite-lived assets are reviewed for impairment on an annual basis as of October 1, or more frequently if events or circumstances indicate that the asset may be impaired. For the Company’s China route authority, the Company performed a quantitative assessment which involved determining the fair value of the asset and comparing that amount to the asset’s carrying value. At December 31, 2023, the carrying value of the Company's China route authority indefinite-lived intangible asset (the China intangible asset) was $1.0 billion.
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, 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 AuditWe tested the Company's design and operating effectiveness of internal controls that address the risk of material misstatement relating to the estimate of fair value of the China intangible asset used in the annual impairment test. This included testing controls over management's review of the significant assumptions used in the discounted cash flow methodology, including forecasted revenues, fuel costs, other operating costs, margin and the overall discount rate.
To test the estimated fair value of the Company's China intangible asset, we performed audit procedures that included, among others, assessing the fair value methodology used by management and evaluating the significant assumptions used in the valuation model. We compared significant assumptions to current industry, market and economic trends, and to the Company's historical results. We assessed the historical accuracy of management's estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the China intangible asset that would result from changes in assumptions. We also involved a valuation specialist to assist in our evaluation of the Company's overall discount rate.


/s/ Ernst & Young LLP


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



Chicago, Illinois

February 22, 2018

29, 2024

54




UNITED CONTINENTALAIRLINES HOLDINGS, INC.

STATEMENTS OF CONSOLIDATED OPERATIONS

(In millions, except per share amounts)

   Year Ended December 31, 
           2017                   2016                   2015         

Operating revenue:

      

Passenger—Mainline

   $26,552     $25,414     $26,333  

Passenger—Regional

   5,852     6,043     6,452  
  

 

 

   

 

 

   

 

 

 

Total passenger revenue

   32,404     31,457     32,785  

Cargo

   1,035     876     937  

Other operating revenue

   4,297     4,223     4,142  
  

 

 

   

 

 

   

 

 

 

Total operating revenue

   37,736     36,556     37,864  
  

 

 

   

 

 

   

 

 

 
Operating expense:      

Salaries and related costs

   11,045     10,275     9,713  

Aircraft fuel

   6,913     5,813     7,522  

Landing fees and other rent

   2,240     2,165     2,203  

Regional capacity purchase

   2,232     2,197     2,290  

Depreciation and amortization

   2,149     1,977     1,819  

Aircraft maintenance materials and outside repairs

   1,856     1,749     1,651  

Distribution expenses

   1,349     1,303     1,342  

Aircraft rent

   621     680     754  

Special charges (Note 14)

   176     638     326  

Other operating expenses

   5,657     5,421     5,078  
  

 

 

   

 

 

   

 

 

 

Total operating expenses

   34,238     32,218     32,698  
  

 

 

   

 

 

   

 

 

 
Operating income   3,498     4,338     5,166  
      

Nonoperating income (expense):

      

Interest expense

   (643)    (614)    (669) 

Interest capitalized

   84     72     49  

Interest income

   57     42     25  

Miscellaneous, net (Note 14)

       (19)    (352) 
  

 

 

   

 

 

   

 

 

 

Total nonoperating expense, net

   (499)    (519)    (947) 
  

 

 

   

 

 

   

 

 

 
Income before income taxes   2,999     3,819     4,219  

Income tax expense (benefit) (Note 14)

   868     1,556     (3,121) 
  

 

 

   

 

 

   

 

 

 

Net income

   $2,131     $2,263     $7,340  
  

 

 

   

 

 

   

 

 

 

Earnings per share, basic

   $7.04     $6.86     $19.52  
  

 

 

   

 

 

   

 

 

 

Earnings per share, diluted

   $7.02     $6.85     $19.47  
  

 

 

   

 

 

   

 

 

 

 Year Ended December 31,
 202320222021
Operating revenue:
Passenger revenue$49,046 $40,032 $20,197 
Cargo1,495 2,171 2,349 
Other operating revenue3,176 2,752 2,088 
Total operating revenue53,717 44,955 24,634 
Operating expense:
Salaries and related costs14,787 11,466 9,566 
Aircraft fuel12,651 13,113 5,755 
Landing fees and other rent3,076 2,576 2,416 
Aircraft maintenance materials and outside repairs2,736 2,153 1,316 
Depreciation and amortization2,671 2,456 2,485 
Regional capacity purchase2,400 2,299 2,147 
Distribution expenses1,977 1,535 677 
Aircraft rent197 252 228 
Special charges949 140 (3,367)
Other operating expenses8,062 6,628 4,433 
Total operating expense49,506 42,618 25,656 
Operating income (loss)4,211 2,337 (1,022)
Nonoperating income (expense):
Interest expense(1,956)(1,778)(1,657)
Interest income827 298 36 
Interest capitalized182 105 80 
Unrealized gains (losses) on investments, net27 20 (34)
Miscellaneous, net96 40 
Total nonoperating expense, net(824)(1,347)(1,535)
Income (loss) before income taxes3,387 990 (2,557)
Income tax expense (benefit)769 253 (593)
Net income (loss)$2,618 $737 $(1,964)
Earnings (loss) per share, basic$7.98 $2.26 $(6.10)
Earnings (loss) per share, diluted$7.89 $2.23 $(6.10)

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


55

UNITED CONTINENTALAIRLINES HOLDINGS, INC.

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)

(In millions)

   Year Ended December 31, 
           2017                   2016                   2015         

Net income

   $2,131     $2,263     $7,340  
      

Other comprehensive income (loss), net change related to:

      

Employee benefit plans, net of taxes

   (195)    (313)    70  

Fuel derivative financial instruments, net of taxes

       316     182  

Investments and other, net of taxes

   (6)    (1)    (4) 
  

 

 

   

 

 

   

 

 

 

Total other comprehensive income (loss), net

   (200)        248  
  

 

 

   

 

 

   

 

 

 

Total comprehensive income, net

   $1,931     $2,265     $7,588  
  

 

 

   

 

 

   

 

 

 


 Year Ended December 31,
 202320222021
Net income (loss)$2,618 $737 $(1,964)
Other comprehensive income (loss), net of tax:
Employee benefit plans(261)1,145 199 
Investments and other24 (28)(2)
Total other comprehensive income (loss), net of tax(237)1,117 197 
Total comprehensive income (loss), net$2,381 $1,854 $(1,767)

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


56

UNITED AIRLINES HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except shares)
At December 31,
ASSETS20232022
Current assets:
Cash and cash equivalents$6,058 $7,166 
Short-term investments8,330 9,248 
Restricted cash31 45 
Receivables, less allowance for credit losses (2023—$18; 2022—$11)1,898 1,801 
Aircraft fuel, spare parts and supplies, less obsolescence allowance (2023—$689; 2022—$610)1,561 1,109 
Prepaid expenses and other609 689 
Total current assets18,487 20,058 
Operating property and equipment:
Flight equipment48,448 42,775 
Other property and equipment10,527 9,334 
Purchase deposits for flight equipment3,550 2,820 
Total operating property and equipment62,525 54,929 
Less—Accumulated depreciation and amortization(22,710)(20,481)
Total operating property and equipment, net39,815 34,448 
Operating lease right-of-use assets3,914 3,889 
Other assets:
Goodwill4,527 4,527 
Intangibles, less accumulated amortization (2023—$1,495; 2022—$1,472)2,725 2,762 
Restricted cash245 210 
Deferred income taxes— 91 
Investments in affiliates and other, less allowance for credit losses (2023—$38; 2022—$21)1,391 1,373 
Total other assets8,888 8,963 
Total assets$71,104 $67,358 

(continued on next page)

57


UNITED CONTINENTALAIRLINES HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(In millions, except shares)

   At December 31, 
  

 

 

   

 

 

 
ASSETS          2017                   2016         

Current assets:

    

Cash and cash equivalents

   $1,482     $2,179  

Short-term investments

   2,316     2,249  

Receivables, less allowance for doubtful accounts (2017—$7; 2016—$10)

   1,340     1,176  

Aircraft fuel, spare parts and supplies, less obsolescence allowance
(2017—$354; 2016—$295)

   924     873  

Prepaid expenses and other

   1,051     832  
  

 

 

   

 

 

 

Total current assets

   7,113     7,309  
  

 

 

   

 

 

 

Operating property and equipment:

    

Owned—

    

Flight equipment

   28,692     25,873  

Other property and equipment

   6,946     5,652  
  

 

 

   

 

 

 

Total owned property and equipment

   35,638     31,525  

Less—Accumulated depreciation and amortization

   (11,159)    (9,975) 
  

 

 

   

 

 

 

Total owned property and equipment, net

   24,479     21,550  
  

 

 

   

 

 

 
    

Purchase deposits for flight equipment

   1,344     1,059  
    

Capital leases—

    

Flight equipment

   1,151     1,319  

Other property and equipment

   11     331  
  

 

 

   

 

 

 

Total capital leases

   1,162     1,650  

Less—Accumulated amortization

   (777)    (941) 
  

 

 

   

 

 

 

Total capital leases, net

   385     709  
  

 

 

   

 

 

 

Total operating property and equipment, net

   26,208     23,318  
  

 

 

   

 

 

 

Other assets:

    

Goodwill

   4,523     4,523  

Intangibles, less accumulated amortization (2017—$1,313; 2016—$1,234)

   3,539     3,632  

Deferred income taxes

   —     655  

Restricted cash

   91     124  

Investments in affiliates and other, net

   852     579  
  

 

 

   

 

 

 

Total other assets

   9,005     9,513  
  

 

 

   

 

 

 

Total assets

   $42,326     $40,140  
  

 

 

   

 

 

 

UNITED CONTINENTAL HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(In millions, except shares)

   At December 31, 
  

 

 

  

 

 

 
LIABILITIES AND STOCKHOLDERS’ EQUITY  2017  2016 

Current liabilities:

   

Advance ticket sales

   $3,876   $3,730  

Frequent flyer deferred revenue

   2,176    2,135  

Accounts payable

   2,196    2,139  

Accrued salaries and benefits

   2,166    2,307  

Current maturities of long-term debt

   1,565    849  

Current maturities of capital leases

   128    116  

Other

   569    1,010  
  

 

 

  

 

 

 

Total current liabilities

   12,676    12,286  
  

 

 

  

 

 

 
   

Long-term debt

   11,703    9,918  

Long-term obligations under capital leases

   996    822  
   

Other liabilities and deferred credits:

   

Frequent flyer deferred revenue

   2,565    2,748  

Postretirement benefit liability

   1,602    1,581  

Pension liability

   1,921    1,892  

Advanced purchase of miles

   —    430  

Deferred income taxes

   225    —  

Lease fair value adjustment, net

   198    277  

Other

   1,634    1,527  
  

 

 

  

 

 

 

Total other liabilities and deferred credits

   8,145    8,455  
  

 

 

  

 

 

 

Commitments and contingencies

   

Stockholders’ equity:

   

Preferred stock

   —    —  

Common stock at par, $0.01 par value; authorized 1,000,000,000 shares; outstanding 286,973,195 and 314,612,744 shares at December 31, 2017 and 2016, respectively

       

Additional capital invested

   6,098    6,569  

Retained earnings

   4,621    3,427  

Stock held in treasury, at cost

   (769)   (511) 

Accumulated other comprehensive loss

   (1,147)   (829) 
  

 

 

  

 

 

 

Total stockholders’ equity

   8,806    8,659  
  

 

 

  

 

 

 

Total liabilities and stockholders’ equity

   $42,326    $40,140  
  

 

 

  

 

 

 

 At December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY20232022
Current liabilities:
Accounts payable$3,835 $3,395 
Accrued salaries and benefits2,940 1,971 
Advance ticket sales6,704 7,555 
Frequent flyer deferred revenue3,095 2,693 
Current maturities of long-term debt4,018 2,911 
Current maturities of other financial liabilities57 23 
Current maturities of operating leases576 561 
Current maturities of finance leases172 104 
Other806 779 
Total current liabilities22,203 19,992 
Long-term debt25,057 28,283 
Long-term obligations under operating leases4,503 4,459 
Long-term obligations under finance leases91 115 
Other liabilities and deferred credits:
Frequent flyer deferred revenue4,048 3,982 
Pension liability968 747 
Postretirement benefit liability637 671 
Deferred income taxes594 0
Other financial liabilities2,265 844 
Other1,414 1,369 
Total other liabilities and deferred credits9,926 7,613 
Commitments and contingencies
Stockholders' equity:
Preferred stock— — 
Common stock at par, $0.01 par value; authorized 1,000,000,000 shares; outstanding 328,018,739 and 326,930,321 shares at December 31, 2023 and 2022, respectively
Additional capital invested8,992 8,986 
Stock held in treasury, at cost(3,441)(3,534)
Retained earnings3,831 1,265 
Accumulated other comprehensive income(62)175 
Total stockholders' equity9,324 6,896 
Total liabilities and stockholders' equity$71,104 $67,358 


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


58

UNITED CONTINENTALAIRLINES HOLDINGS, INC.

STATEMENTS OF CONSOLIDATED CASH FLOWS

(In millions)

   Year Ended December 31, 
           2017                   2016                   2015         

 Operating Activities:

      

Net income

   $2,131     $2,263     $7,340  

Adjustments to reconcile net income to net cash provided by operating activities -

      

Deferred income taxes

   945     1,648     (3,177) 

Depreciation and amortization

   2,149     1,977     1,819  

Special charges,non-cash portion

   35     391     247  

Other operating activities

   142     109     115  

Changes in operating assets and liabilities -

      

Decrease in fuel hedge collateral

   —     26     551  

Decrease in fuel derivatives

   —     (20)    (305) 

Decrease in other liabilities

   (478)    (446)    (180) 

Decrease in advanced purchase of miles

   (865)    (249)    (224) 

Increase (decrease) in frequent flyer deferred revenue

   (142)    (60)     

Increase in other assets

   (533)    (298)    (160) 

Increase (decrease) in accounts payable

   66     239     (77) 

Increase (decrease) in advance ticket sales

   146     (22)    52  

Increase in receivables

   (183)    (16)    (15) 
  

 

 

   

 

 

   

 

 

 

 Net cash provided by operating activities

   3,413     5,542     5,992  
  

 

 

   

 

 

   

 

 

 

 Investing Activities:

      

Capital expenditures

   (3,998)    (3,223)    (2,747) 

Purchases of short-term and other investments

   (3,241)    (2,768)    (2,517) 

Proceeds from sale of short-term and other investments

   3,177     2,712     2,707  

Proceeds from sale of property and equipment

   12     28     86  

Other, net

   120     13     (136) 
  

 

 

   

 

 

   

 

 

 

 Net cash used in investing activities

   (3,930)    (3,238)    (2,607) 
  

 

 

   

 

 

   

 

 

 

 Financing Activities:

      

Proceeds from issuance of long-term debt and airport construction financing

   2,765     808     1,073  

Repurchases of common stock

   (1,844)    (2,614)    (1,233) 

Payments of long-term debt

   (901)    (1,215)    (2,178) 

Principal payments under capital leases

   (124)    (136)    (123) 

Capitalized financing costs

   (80)    (64)    (37) 

Proceeds from the exercise of stock options

           16  

Other, net

   (13)        (13) 
  

 

 

   

 

 

   

 

 

 

 Net cash used in financing activities

   (195)    (3,213)    (2,495) 
  

 

 

   

 

 

   

 

 

 

 Net increase (decrease) in cash, cash equivalents and restricted cash

   (712)    (909)    890  

 Cash, cash equivalents and restricted cash at beginning of year

   2,303     3,212     2,322  
  

 

 

   

 

 

   

 

 

 

 Cash, cash equivalents and restricted cash at end of year

   $1,591     $2,303     $3,212  
  

 

 

   

 

 

   

 

 

 

Investing and Financing Activities Not Affecting Cash:

      

Property and equipment acquired through the issuance of debt and capital leases

   $935     $386     $866  

Equity interest in Republic Airways Holdings, Inc. received in consideration for
bankruptcy claims

   92     —     —  

Airport construction financing

   42     91     17  

Operating lease conversions to capital lease

   —     12     285  

Exchange of convertible notes for common stock

   —     —     202  

Cash Paid During the Period for:

      

Interest

   $571     $584     $660  

Income taxes

   20     14     15  

 Year Ended December 31,
 202320222021
Operating Activities:
Net income (loss)$2,618 $737 $(1,964)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities -
Deferred income tax (benefit)756 248 (583)
Depreciation and amortization2,671 2,456 2,485 
Operating and non-operating special charges, non-cash portion84 16 32 
Unrealized (gains) losses on investments(27)(20)34 
Amortization of debt discount and debt issuance costs139 156 171 
Other operating activities218 222 
Changes in operating assets and liabilities -
Increase in receivables(100)(158)(448)
Increase in prepaids and other assets(463)(86)(292)
Increase (decrease) in advance ticket sales(851)1,200 1,521 
Increase in frequent flyer deferred revenue468 393 307 
Increase in accounts payable572 796 985 
Increase (decrease) in other liabilities1,038 110 (403)
Net cash provided by operating activities6,911 6,066 2,067 
Investing Activities:
Capital expenditures, net of flight equipment purchase deposit returns(7,171)(4,819)(2,107)
Purchases of short-term and other investments(9,470)(11,232)(68)
Proceeds from sale of short-term and other investments10,519 2,084 397 
Proceeds from sale of property and equipment39 207 107 
Other, net(23)(69)(1)
Net cash used in investing activities(6,106)(13,829)(1,672)
Financing Activities:
Proceeds from issuance of debt and other financial liabilities, net of discounts and fees2,388 736 11,096 
Payments of long-term debt, finance leases and other financial liabilities(4,248)(4,011)(5,205)
Proceeds from equity issuance— — 532 
Other, net(32)(74)(27)
Net cash provided by (used in) financing activities(1,892)(3,349)6,396 
Net increase (decrease) in cash, cash equivalents and restricted cash(1,087)(11,112)6,791 
Cash, cash equivalents and restricted cash at beginning of year7,421 18,533 11,742 
Cash, cash equivalents and restricted cash at end of year$6,334 $7,421 $18,533 
Investing and Financing Activities Not Affecting Cash:
Property and equipment acquired through the issuance of debt, finance leases and other$777 $19 $814 
Right-of-use assets acquired through operating leases552 137 771 
Lease modifications and lease conversions546 (84)123 
Investment interests received in exchange for goods and services33 103 295 
Cash Paid During the Period for:
Interest$1,848 $1,573 $1,424 
Income taxes— 


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

59


UNITED CONTINENTALAIRLINES HOLDINGS, INC.

STATEMENTS OF CONSOLIDATED STOCKHOLDERS’STOCKHOLDERS' EQUITY

(In millions)

  Common
Stock
  Additional
Capital
 Invested 
  Treasury
Stock
  Retained
Earnings
(Accumulated
Deficit)
  Accumulated
Other
Comprehensive
Income (Loss)
      Total     
  Shares  Amount      

 Balance at December 31, 2014

  375    $   $7,721    $(367)   $(3,883)  $(1,079)   $2,396  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income

  —    —    —    —    7,340    —    7,340  

Other comprehensive income

  —    —    —    —    —    248    248  

Convertible debt redemptions

  11    —    202    —    —    —    202  

Share-based compensation

  —    —       —    —    —     

Proceeds from exercise of stock options

  —    —    16    —    —    —    16  

Repurchases of common stock

  (21)   —    —    (1,232)   —    —    (1,232) 

Other

  —    —    —    (11)   —    —    (11) 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 Balance at December 31, 2015

  365       7,946    (1,610)   3,457    (831)   8,966  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income

  —    —    —    —    2,263    —    2,263  

Other comprehensive income

  —    —    —    —    —        

Share-based compensation

  —    —    32    —    —    —    32  

Proceeds from exercise of stock options

  —    —       —    —    —     

Repurchases of common stock

  (50)   —    —    (2,607)   —    —    (2,607) 

Treasury stock retired

  —    (1)   (1,415)   3,709    (2,293)   —    —  

Other

  —    —    —    (3)   —    —    (3) 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 Balance at December 31, 2016

  315       6,569    (511)   3,427    (829)   8,659  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income

  —    —    —    —    2,131    —    2,131  

Other comprehensive loss

  —    —    —    —    —    (200)   (200) 

Share-based compensation

  —    —    56    —    —    —    56  

Proceeds from exercise of stock options

  —    —       —    —    —     

Repurchases of common stock

  (28)   —    —    (1,844)   —    —    (1,844) 

Treasury stock retired

  —    —    (508)   1,576    (1,068)   —    —  

Net treasury stock issued for share-based awards

  —    —    (21)   10    (1)   —    (12) 

Excess tax benefits from share-based awards

  —    —    —    —    14    —    14  

Reclassification of stranded tax effects (Note 1)

  —    —    —    —    118    (118)   —  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 Balance at December 31, 2017

  287    $   $6,098    $(769)   $4,621    $(1,147)   $8,806  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 Common
Stock
Additional
Capital Invested
Treasury StockRetained EarningsAccumulated
Other Comprehensive Income (Loss)
Total
SharesAmount
Balance at December 31, 2020311.8 $$8,366 $(3,897)$2,626 $(1,139)$5,960 
Net loss— — — — (1,964)— (1,964)
Other comprehensive income— — — — — 197 197 
Stock-settled share-based compensation— — 232 — — — 232 
Warrants issued— — 99 — — — 99 
Issuance of common stock11.0 — 532 — — — 532 
Stock issued for share-based awards, net of shares withheld for tax1.0 — (73)83 (37)— (27)
Balance at December 31, 2021323.8 9,156 (3,814)625 (942)5,029 
      Net income— — — — 737 — 737 
Other comprehensive income— — — — — 1,117 1,117 
Stock-settled share-based compensation— — 86 — — — 86 
Stock issued for share-based awards, net of shares withheld for tax3.1 — (256)280 (97)— (73)
Balance at December 31, 2022326.9 8,986 (3,534)1,265 175 6,896 
      Net income— — — — 2,618 — 2,618 
Other comprehensive loss— — — — — (237)(237)
Stock-settled share-based compensation— — 77 — — — 77 
Proceeds from exercise of stock options
Stock issued for share-based awards, net of shares withheld for tax1.1 — (72)93 (52)— (31)
Balance at December 31, 2023328.0 $$8,992 $(3,441)$3,831 $(62)$9,324 


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


60


UNITED AIRLINES, INC.

STATEMENTS OF CONSOLIDATED OPERATIONS

(In millions)

   Year Ended December 31, 
           2017                   2016                   2015         

Operating revenue:

      

Passenger—Mainline

   $26,552     $25,414     $26,333  

Passenger—Regional

   5,852     6,043     6,452  
  

 

 

   

 

 

   

 

 

 

Total passenger revenue

   32,404     31,457     32,785  

Cargo

   1,035     876     937  

Other operating revenue

   4,297     4,223     4,142  
  

 

 

   

 

 

   

 

 

 

Total operating revenue

   37,736     36,556     37,864  
  

 

 

   

 

 

   

 

 

 
Operating expense:      

Salaries and related costs

   11,045     10,275     9,713  

Aircraft fuel

   6,913     5,813     7,522  

Landing fees and other rent

   2,240     2,165     2,203  

Regional capacity purchase

   2,232     2,197     2,290  

Depreciation and amortization

   2,149     1,977     1,819  

Aircraft maintenance materials and outside repairs

   1,856     1,749     1,651  

Distribution expenses

   1,349     1,303     1,342  

Aircraft rent

   621     680     754  

Special charges (Note 14)

   176     638     326  

Other operating expenses

   5,655     5,418     5,076  
  

 

 

   

 

 

   

 

 

 

Total operating expenses

   34,236     32,215     32,696  
  

 

 

   

 

 

   

 

 

 
Operating income   3,500     4,341     5,168  
  

 

 

   

 

 

   

 

 

 
      
Nonoperating income (expense):      

Interest expense

   (643)    (614)    (670) 

Interest capitalized

   84     72     49  

Interest income

   57     42     25  

Miscellaneous, net (Note 14)

       (19)    (351) 
  

 

 

   

 

 

   

 

 

 

Total nonoperating expense, net

   (499)    (519)    (947) 
  

 

 

   

 

 

   

 

 

 
Income before income taxes   3,001     3,822     4,221  

Income tax expense (benefit) (Note 14)

   852     1,558     (3,080)  
  

 

 

   

 

 

   

 

 

 

Net income

   $2,149     $2,264     $7,301  
  

 

 

   

 

 

   

 

 

 

Year Ended December 31,
 202320222021
Operating revenue:
Passenger revenue$49,046 $40,032 $20,197 
Cargo1,495 2,171 2,349 
Other operating revenue3,176 2,752 2,088 
Total operating revenue53,717 44,955 24,634 
Operating expense:
Salaries and related costs14,787 11,466 9,566 
Aircraft fuel12,651 13,113 5,755 
Landing fees and other rent3,076 2,576 2,416 
Aircraft maintenance materials and outside repairs2,736 2,153 1,316 
Depreciation and amortization2,671 2,456 2,485 
Regional capacity purchase2,400 2,299 2,147 
Distribution expenses1,977 1,535 677 
Aircraft rent197 252 228 
Special charges (credits)949 140 (3,367)
Other operating expenses8,059 6,626 4,431 
Total operating expense49,503 42,616 25,654 
Operating income (loss)4,214 2,339 (1,020)
Nonoperating income (expense):
Interest expense(1,956)(1,778)(1,657)
Interest income827 298 36 
Interest capitalized182 105 80 
Unrealized gains (losses) on investments, net27 20 (34)
Miscellaneous, net96 40 
Total nonoperating expense, net(824)(1,347)(1,535)
Income (loss) before income taxes3,390 992 (2,555)
Income tax expense (benefit)770 253 (593)
Net income (loss)$2,620 $739 $(1,962)
The accompanying Combined Notes to Consolidated Financial Statements are an integral part of these statements.


61

UNITED AIRLINES, INC.

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)

(In millions)

   Year Ended December 31, 
           2017                   2016                   2015         

Net income

   $2,149     $2,264     $7,301  
      

Other comprehensive income (loss), net change related to:

      

Employee benefit plans, net of taxes

   (195)    (313)    70  

Fuel derivative financial instruments, net of taxes

       316     182  

Investments and other, net of taxes

   (6)    (1)    (4) 
  

 

 

   

 

 

   

 

 

 

Total other comprehensive income (loss), net

   (200)        248  
  

 

 

   

 

 

   

 

 

 

Total comprehensive income, net

   $1,949     $2,266     $7,549  
  

 

 

   

 

 

   

 

 

 

 Year Ended December 31,
 202320222021
Net income (loss)$2,620 $739 $(1,962)
Other comprehensive income (loss), net of tax:
Employee benefit plans(261)1,145 199 
Investments and other24 (28)(2)
Total other comprehensive income, net of tax(237)1,117 197 
Total comprehensive income (loss), net$2,383 $1,856 $(1,765)


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


62

UNITED AIRLINES, INC.

CONSOLIDATED BALANCE SHEETS

(In millions, except shares)

   At December 31, 
  

 

 

  

 

 

 
ASSETS          2017                  2016         

Current assets:

   

Cash and cash equivalents

   $1,476    $2,173  

Short-term investments

   2,316    2,249  

Receivables, less allowance for doubtful accounts (2017—$7; 2016—$10)

   1,340    1,176  

Aircraft fuel, spare parts and supplies, less obsolescence allowance (2017—$354; 2016—$295)

   924    873  

Prepaid expenses and other

   1,051    832  
  

 

 

  

 

 

 

Total current assets

   7,107    7,303  
  

 

 

  

 

 

 

Operating property and equipment:

   

Owned—

   

Flight equipment

   28,692    25,873  

Other property and equipment

   6,946    5,652  
  

 

 

  

 

 

 

Total owned property and equipment

   35,638    31,525  

Less—Accumulated depreciation and amortization

   (11,159)   (9,975) 
  

 

 

  

 

 

 

Total owned property and equipment, net

   24,479    21,550  
  

 

 

  

 

 

 
   

Purchase deposits for flight equipment

   1,344    1,059  
   

Capital leases—

   

Flight equipment

   1,151    1,319  

Other property and equipment

   11    331  
  

 

 

  

 

 

 

Total capital leases

   1,162    1,650  

Less—Accumulated amortization

   (777)   (941) 
  

 

 

  

 

 

 

Total capital leases, net

   385    709  
  

 

 

  

 

 

 

Total operating property and equipment, net

   26,208    23,318  
  

 

 

  

 

 

 

Other assets:

   

Goodwill

   4,523    4,523  

Intangibles, less accumulated amortization (2017—$1,313; 2016—$1,234)

   3,539    3,632  

Deferred income taxes

   —    612  

Restricted cash

   91    124  

Investments in affiliates and other, net

   852    579  
  

 

 

  

 

 

 

Total other assets

   9,005    9,470  
  

 

 

  

 

 

 

Total assets

   $42,320    $40,091  
  

 

 

  

 

 

 

57

 At December 31,
ASSETS20232022
Current assets:
Cash and cash equivalents$6,058 $7,166 
Short-term investments8,330 9,248 
Restricted cash31 45 
Receivables, less allowance for credit losses (2023—$18; 2022—$11)1,898 1,801 
Aircraft fuel, spare parts and supplies, less obsolescence allowance (2023—$689; 2022—$610)1,561 1,109 
Prepaid expenses and other609 689 
Total current assets18,487 20,058 
Operating property and equipment:
Flight equipment48,448 42,775 
Other property and equipment10,527 9,334 
Purchase deposits for flight equipment3,550 2,820 
Total operating property and equipment62,525 54,929 
Less—Accumulated depreciation and amortization(22,710)(20,481)
Total operating property and equipment, net39,815 34,448 
Operating lease right-of-use assets3,914 3,889 
Other assets:
Goodwill4,527 4,527 
Intangibles, less accumulated amortization (2023—$1,495; 2022—$1,472)2,725 2,762 
Restricted cash245 210 
Deferred income taxes— 62 
Investments in affiliates and other, less allowance for credit losses (2023—$38; 2022—$21)1,391 1,373 
Total other assets8,888 8,934 
Total assets$71,104 $67,329 

(continued on next page)


63

UNITED AIRLINES, INC.

CONSOLIDATED BALANCE SHEETS

(In millions, except shares)

   At December 31, 
LIABILITIES AND STOCKHOLDER’S EQUITY  2017   2016 

Current liabilities:

    

Advance ticket sales

   $3,876     $3,730  

Frequent flyer deferred revenue

   2,176     2,135  

Accounts payable

   2,196     2,144  

Accrued salaries and benefits

   2,166     2,307  

Current maturities of long-term debt

   1,565     849  

Current maturities of capital leases

   128     116  

Other

   574     1,009  
  

 

 

   

 

 

 

Total current liabilities

   12,681     12,290  
  

 

 

   

 

 

 
    

Long-term debt

   11,703     9,918  

Long-term obligations under capital leases

   996     822  
    
Other liabilities and deferred credits:    

Frequent flyer deferred revenue

   2,565     2,748  

Postretirement benefit liability

   1,602     1,581  

Pension liability

   1,921     1,892  

Advanced purchase of miles

   —     430 

Deferred income taxes

   252     —  

Lease fair value adjustment, net

   198     277  

Other

   1,634     1,527  
  

 

 

   

 

 

 

Total other liabilities and deferred credits

   8,172     8,455  
  

 

 

   

 

 

 

Commitments and contingencies

    

Stockholder’s equity:

    

Common stock at par, $0.01 par value; authorized 1,000 shares; issued and outstanding 1,000 shares at December 31, 2017 and 2016

   —     —  

Additional capital invested

   1,787     3,573  

Retained earnings

   8,218     5,937  

Accumulated other comprehensive loss

   (1,147)    (829) 

Receivable from related parties

   (90)    (75) 
  

 

 

   

 

 

 

Total stockholder’s equity

   8,768     8,606  
  

 

 

   

 

 

 

Total liabilities and stockholder’s equity

   $42,320     $40,091  
  

 

 

   

 

 

 

 At December 31,
LIABILITIES AND STOCKHOLDER'S EQUITY20232022
Current liabilities:
Accounts payable$3,835 $3,395 
Accrued salaries and benefits2,940 1,971 
Advance ticket sales6,704 7,555 
Frequent flyer deferred revenue3,095 2,693 
Current maturities of long-term debt4,018 2,911 
Current maturities of other financial liabilities57 23 
Current maturities of operating leases576 561 
Current maturities of finance leases172 104 
Other808 781 
Total current liabilities22,205 19,994 
Long-term debt25,057 28,283 
Long-term obligations under operating leases4,503 4,459 
Long-term obligations under finance leases91 115 
Other liabilities and deferred credits:
Frequent flyer deferred revenue4,048 3,982 
Pension liability968 747 
Postretirement benefit liability637 671 
Deferred income taxes622  — 
Other financial liabilities2,265 844 
Other1,414 1,369 
Total other liabilities and deferred credits9,954 7,613 
Commitments and contingencies
Stockholder's equity:
Common stock at par, $0.01 par value; authorized 1,000 shares; issued and outstanding 1,000 shares at December 31, 2023 and 2022— — 
Additional capital invested482 403 
Retained earnings6,336 3,716 
Accumulated other comprehensive income(62)175 
Payable to parent2,538 2,571 
Total stockholder's equity9,294 6,865 
Total liabilities and stockholder's equity$71,104 $67,329 

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


64

UNITED AIRLINES, INC.

STATEMENTS OF CONSOLIDATED CASH FLOWS

(In millions)

  Year Ended December 31, 
          2017                  2016                  2015         

Operating Activities:

   

Net income

  $2,149    $2,264    $7,301  

Adjustments to reconcile net income to net cash provided by operating activities -

   

Deferred income taxes

  929    1,650    (3,136) 

Depreciation and amortization

  2,149    1,977    1,819  

Special charges,non-cash portion

  35    391    247  

Other operating activities

  142    108    115  

Changes in operating assets and liabilities -

   

Decrease in fuel hedge collateral

  —    26    551  

Decrease in fuel derivatives

  —    (20)   (305) 

Decrease in other liabilities

  (479)   (444)   (181) 

Decrease in advanced purchase of miles

  (865)   (249)   (224) 

Increase (decrease) in frequent flyer deferred revenue

  (142)   (60)    

Increase in other assets

  (533)   (251)   (160) 

Increase (decrease) in accounts payable

  66    239    (77) 

Increase (decrease) in advance ticket sales

  146    (22)   52  

Increase in receivables

  (183)   (16)   (15) 

Increase in intercompany receivables

  (15)   (58)   (12) 
 

 

 

  

 

 

  

 

 

 

Net cash provided by operating activities

  3,399    5,535    5,981  
 

 

 

  

 

 

  

 

 

 

Investing Activities:

   

Capital expenditures

  (3,998)   (3,223)   (2,747) 

Purchases of short-term and other investments

  (3,241)   (2,768)   (2,517) 

Proceeds from sale of short-term and other investments

  3,177    2,712    2,707  

Proceeds from sale of property and equipment

  12    28    86  

Other, net

  120    13    (136) 
 

 

 

  

 

 

  

 

 

 

Net cash used in investing activities

  (3,930)   (3,238)   (2,607) 
 

 

 

  

 

 

  

 

 

 

Financing Activities:

   

Dividend to UAL

  (1,844)   (2,614)   (1,233) 

Payments of long-term debt

  (901)   (1,215)   (2,178) 

Proceeds from issuance of long-term debt

  2,765    808    1,073  

Principal payments under capital leases

  (124)   (136)   (123) 

Capitalized financing costs

  (80)   (64)   (37) 

UAL contributions related to stock plans

        16  

Other, net

        (2) 
 

 

 

  

 

 

  

 

 

 

Net cash used in financing activities

  (181)   (3,206)   (2,484) 
 

 

 

  

 

 

  

 

 

 

Net increase (decrease) in cash, cash equivalents and restricted cash

  (712)   (909)   890  

Cash, cash equivalents and restricted cash at beginning of year

  2,297    3,206    2,316  
 

 

 

  

 

 

  

 

 

 

Cash, cash equivalents and restricted cash at end of year

  $1,585    $2,297    $3,206  
 

 

 

  

 

 

  

 

 

 
   

Investing and Financing Activities Not Affecting Cash:

   

Property and equipment acquired through the issuance of debt and capital leases

  $935    $386    $866  

Equity interest in Republic Airways Holdings, Inc. received in consideration for bankruptcy claims

  92    —    —  

Airport construction financing

  42    91    17  

Operating lease conversions to capital lease

  —    12    285  

Cash Paid During the Period for:

   

Interest

  $571     $584    $660  

Income taxes

  20    14    15  

Year Ended December 31,
202320222021
Operating Activities:
Net income (loss)$2,620 $739 $(1,962)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities -
Deferred income tax (benefit)757 248 (583)
Depreciation and amortization2,671 2,456 2,485 
Operating and non-operating special charges, non-cash portion84 16 32 
Unrealized (gains) losses on investments(27)(20)34 
Amortization of debt discount and debt issuance costs139 156 171 
Other operating activities218 222 
Changes in operating assets and liabilities -
Increase in receivables(100)(158)(448)
Increase in intercompany receivables(33)(76)(28)
Increase in prepaids and other assets(463)(86)(293)
Increase (decrease) in advance ticket sales(851)1,200 1,521 
Increase in frequent flyer deferred revenue468 393 307 
Increase in accounts payable572 796 985 
Increase (decrease) in other liabilities1,035 110 (403)
Net cash provided by operating activities6,879 5,992 2,040 
Investing Activities:
Capital expenditures, net of flight equipment purchase deposit returns(7,171)(4,819)(2,107)
Purchases of short-term and other investments(9,470)(11,232)(68)
Proceeds from sale of short-term and other investments10,519 2,084 397 
Proceeds from sale of property and equipment39 207 107 
Other, net(23)(69)(1)
Net cash used in investing activities(6,106)(13,829)(1,672)
Financing Activities:
Proceeds from issuance of debt and other financial liabilities, net of discounts and fees2,388 736 11,096 
Payments of long-term debt, finance leases and other financial liabilities(4,248)(4,011)(5,205)
Proceeds from issuance of parent company stock— — 532 
Net cash provided by (used in) financing activities(1,860)(3,275)6,423 
Net increase (decrease) in cash, cash equivalents and restricted cash(1,087)(11,112)6,791 
Cash, cash equivalents and restricted cash at beginning of year7,421 18,533 11,742 
Cash, cash equivalents and restricted cash at end of year$6,334 $7,421 $18,533 
Investing and Financing Activities Not Affecting Cash:
Property and equipment acquired through the issuance of debt, finance leases and other$777 $19 $814 
Right-of-use assets acquired through operating leases552 137 771 
Lease modifications and lease conversions546 (84)123 
Investment interests received in exchange for goods and services33 103 295 
Cash Paid During the Period for:
Interest$1,848 $1,573 $1,424 
Income taxes— 


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

65

UNITED AIRLINES, INC.

STATEMENTS OF CONSOLIDATED STOCKHOLDER’SSTOCKHOLDER'S EQUITY

(In millions)

  Additional
Capital
Invested
   Retained
Earnings
(Accumulated

Deficit)
   Accumulated
Other
Comprehensive
Income (Loss)
   Receivable
from Related
Parties, Net
   Total 

Balance at December 31, 2014

  $7,347     $(3,628)    $(1,079)    $(5)    $2,635  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

  —     7,301     —     —     7,301  

Other comprehensive income

  —     —     248     —     248  

Dividend to UAL

  (1,232)    —     —     —     (1,232) 

Share-based compensation

      —     —     —      

UAL contribution related to stock plans

  16     —     —     —     16  

Other

  —     —     —     (12)    (12) 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2015

  6,138     3,673     (831)    (17)    8,963  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

  —     2,264     —     —     2,264  

Other comprehensive income

  —     —         —      

Dividend to UAL

  (2,603)    —     —     —     (2,603) 

Share-based compensation

  32     —     —     —     32  

UAL contribution related to stock plans

      —     —     —      

Other

  —     —     —     (58)    (58) 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2016

  3,573     5,937     (829)    (75)    8,606  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

  —     2,149     —     —     2,149  

Other comprehensive loss

  —     —     (200)    —     (200) 

Dividend to UAL

  (1,844)    —     —     —     (1,844) 

Share-based compensation

  56     —     —     —     56  

UAL contribution related to stock plans

      —     —     —      

Excess tax benefits from share-based awards

  —     14     —     —     14  

Reclassification of stranded tax effects (Note 1)

  —     118     (118)    —     —  

Other

  —     —     —     (15)    (15) 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2017

  $1,787     $8,218     $(1,147)    $(90)    $8,768  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 Additional
Capital
Invested
Retained EarningsAccumulated
Other
Comprehensive
Income (Loss)
(Receivable from) Payable to Related Parties, NetTotal
Balance at December 31, 2020$85 $4,939 $(1,139)$2,043 $5,928 
Net loss— (1,962)— — (1,962)
Other comprehensive income— — 197 — 197 
Stock-settled share-based compensation232 — — — 232 
Impact of UAL common stock issuance— — — 532 532 
Other— — — 71 71 
Balance at December 31, 2021317 2,977 (942)2,646 4,998 
Net income— 739 — — 739 
Other comprehensive income— — 1,117 — 1,117 
Stock-settled share-based compensation86 — — — 86 
Other— — — (75)(75)
Balance at December 31, 2022403 3,716 175 2,571 6,865 
Net income— 2,620 — — 2,620 
Other comprehensive loss— — (237)— (237)
Stock-settled share-based compensation77 — — — 77 
Other— — (33)(31)
Balance at December 31, 2023$482 $6,336 $(62)$2,538 $9,294 


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

66

UNITED CONTINENTALAIRLINES HOLDINGS, INC.

UNITED AIRLINES, INC.

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Overview

United ContinentalAirlines Holdings, Inc. (together with its consolidated subsidiaries, “UAL”"UAL" or the “Company”"Company") is a holding company and its principal, wholly-owned subsidiary is United Airlines, Inc. (together with its consolidated subsidiaries, “United”"United"). As UAL consolidates United for financial statement purposes, disclosures that relate to activities of United also apply to UAL, unless otherwise noted. United’sUnited's operating revenues and operating expenses comprise nearly 100% of UAL’sUAL's revenues and operating expenses. In addition, United comprises approximately the entire balance of UAL’sUAL's assets, liabilities and operating cash flows. When appropriate, UAL and United are named specifically for their individual contractual obligations and related disclosures and any significant differences between the operations and results of UAL and United are separately disclosed and explained. We sometimes use the words “we,” “our,” “us,”"we," "our," "us," and the “Company”"Company" in this report for disclosures that relate to all of UAL and United.

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

(a)Use of Estimates—
(a)Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates.

(b)Revenue Recognition—The Company records passenger ticket sales and tickets sold by other airlines for use on United as passenger revenue when the transportation is provided or upon estimated breakage. The value of unused passenger tickets is included in current liabilities as Advance ticket sales. Tickets sold by other airlines are recorded at the estimated values to be billed to the other airlines. Differences between amounts billed and the actual amounts may be rejected and rebilled or written off if the amount recorded was different from the original estimate. When necessary, the Company records a reserve against its interline billings and payables if historical experience indicates that these amounts are different.Non-refundable tickets generally expire on the date of the intended flight, unless the date is extended by notification from the customer on or before the intended flight date. Basic Economy tickets cannot be extended and refunds are not allowed except for ticket cancellations that are within 24 hours of purchase and one week or more prior to the original scheduled departure flight.

Fees charged in associationconformity with changesaccounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates.

(b)Revenue Recognition—Passenger revenue is recognized when transportation is provided and Cargo revenue is recognized when shipments arrive at their destination. Other operating revenue is recognized as the related performance obligations are satisfied.
Passenger tickets and related ancillary services sold by the Company for flights are purchased primarily via credit card transactions, with payments collected by the Company in advance of the performance of related services. The Company initially records ticket sales in its Advance ticket sales liability, deferring revenue recognition until the travel occurs. For travel that has more than one flight segment, the Company deems each segment as a separate performance obligation and recognizes revenue for each segment as travel occurs. Tickets sold by other airlines where the Company provides the transportation are recognized as passenger revenue at the estimated value to be billed to the other airline when travel is provided. Differences between amounts billed and the actual amounts may be rejected and rebilled or extensions tonon-refundablewritten off if the amount recorded was different from the original estimate. When necessary, the Company records a reserve against its billings and payables with other airlines based on historical experience.
The Company sells certain tickets with connecting flights with one or more segments operated by its other airline partners. For segments operated by its other airline partners, the Company has determined that it is acting as an agent on behalf of the other airlines as they are recordedresponsible for their portion of the contract (i.e. transportation of the passenger). The Company, as otherthe agent, recognizes revenue within Other operating revenue at the time of the fee is incurred. The fare on the changed ticket, including any additional collection of fare, is deferred and recognized in accordance with our transportation revenue recognition policy at the time the transportation is provided. Change fees related tonon-refundable tickets are considered a separate transaction from the air transportation because they represent a chargetravel for the Company’s additional servicenet amount representing commission to modify a previous sale. Therefore,be retained by the pricing of the change fee and the initial customer order are separately determined and represent distinct earnings processes.

The Company records an estimate of breakage revenue on the flight date for tickets that will expire unused. These estimates are based on the evaluation of actual historical results and forecasted trends. any segments flown by other airlines.

Refundable tickets expire after one year from the date of issuance.

Non-refundable tickets generally expire on the date of the intended travel, unless the date is extended by notification from the customer on or before the intended travel date.

United initially capitalizes the costs of selling airline travel tickets and then recognizes those costs as Distribution expense at the time of travel. Costs to sell a ticket include credit card fees, travel agency and other commissions paid, as well as global distribution systems booking fees.
Advance Ticket Sales. Advance ticket sales represent the Company's liability to provide air transportation in the future. All tickets sold at any given point in time have travel dates through the next 12 months. The Company recognizes cargo and other revenue as service is provided.

Under our capacity purchase agreements (“CPAs”) with regional carriers, we purchase all of the capacitydefers amounts related to aircraft covered byfuture travel in its Advance ticket sales liability account.

The Company estimates the contractsvalue of Advance ticket sales that will expire unused ("breakage") and are responsible for selling allrecognizes revenue and any changes in estimates in proportion to the usage of the related seat inventory. We recordtickets. To determine breakage, the Company uses its historical experience with expired tickets and certificates and other facts, such as recent aging trends, program changes and modifications that could affect the ultimate expiration patterns.
67

In the years ended December 31, 2023, 2022 and 2021, the Company recognized approximately $5.7 billion, $3.3 billion and $1.8 billion, respectively, of passenger revenue for tickets that were included in Advance ticket sales at the beginning of those periods.
Revenue by Geography. The Company further disaggregates revenue by geographic regions. The Company deploys its aircraft across its route network through a single route scheduling system to maximize its value. When making resource allocation decisions, the Company's chief operating decision maker evaluates flight profitability data, which considers aircraft type and related expensesroute economics. The Company's chief operating decision maker makes resource allocation decisions to maximize the Company's consolidated financial results. Operating segments are defined as components of an enterprise with separate financial information, which are evaluated regularly by the chief operating decision maker and are used in resource allocation and performance assessments. Managing the Company as one segment allows management the opportunity to maximize the value of its route network.
The Company's operating revenue and expense inby principal geographic region (as defined by the consolidated statementU.S. Department of operations.

Accounts receivable primarily consist of amounts due from credit card companies and customers of our aircraft maintenance and cargo transportation services. We provide an allowance for uncollectible accounts equal to the estimated losses expected to be incurred based on historical write-offs and other specific analyses. Bad debt expense and write-offs were not materialTransportation) for the years ended December 31 2017, 2016is presented in the table below (in millions):

202320222021
Domestic (U.S. and Canada)$32,400 $28,474 $16,845 
Atlantic10,982 9,072 3,414 
Pacific5,267 2,927 1,507 
Latin America5,068 4,482 2,868 
Total$53,717 $44,955 $24,634 
The Company attributes revenue among the geographic areas based upon the origin and 2015.

(c)Frequent Flyer Accounting—United’s MileagePlus program builds customer loyalty by offering awards, benefits and services to program participants. Members in this program earn miles for flights on United, United Express, Star Alliance members and certain other airlines that participate in the program. Members can also earn miles by purchasing the goods and services of our network ofnon-airline partners. We sell miles to these partners, which include domestic and international credit card issuers, retail merchants, hotels, car rental companies and our participating airline partners. Miles can be redeemed for free (other than taxes and government imposed fees), discounted or upgraded air travel andnon-travel awards. The Company records its obligation for future award redemptions using a deferred revenue model.

destination of each flight segment. The Company's operations involve an insignificant level of revenue-producing assets in geographic regions as the overwhelming majority of the Company's revenue-producing assets (primarily U.S. registered aircraft) can be deployed in any of its geographic regions.

Ancillary Fees.The Company charges fees, separately from ticket sales, for certain ancillary services that are directly related to passengers' travel, such as baggage fees, premium seat fees, inflight amenity fees, and other ticket-related fees. These ancillary fees are part of the travel performance obligation and, as such, are recognized as passenger revenue when the travel occurs. The Company recorded $4.1 billion, $3.4 billion and $2.2 billion of ancillary fees within passenger revenue in the years ended December 31, 2023, 2022 and 2021, respectively.
(c)Ticket Taxes—Certain governmental taxes are imposed on the Company's ticket sales through a fee included in ticket prices. The Company collects these fees and remits them to the appropriate government agency. These fees are recorded on a net basis and, as a result, are excluded from revenue.
(d)Frequent Flyer Accounting—United's MileagePlus loyalty program builds customer loyalty by offering awards, benefits and services to program participants. Members in this program earn miles for travel on United, United Express, Star Alliance members and certain other airlines that participate in the program. Members can also earn miles by purchasing goods and services from our network of non-airline partners. We have contracts to sell miles to these partners with the terms extending from one to six years. These partners include domestic and international credit card issuers, retail merchants, hotels, car rental companies and our participating airline partners. Miles can be redeemed for free (other than taxes and government-imposed fees), discounted or upgraded air travel and non-travel awards.
Miles Earned in Conjunction with Flights

Travel.When frequent flyers earn miles for flights, the Company recognizes a portion of the ticket sales as revenue when the air transportationtravel occurs and defers a portion of the ticket sale representing the value of the related miles as a multiple-deliverable revenue arrangement.separate performance obligation. The Company determines the estimated selling price of air transportationtravel and miles as if each element is sold on a separate basis. The total consideration from each ticket sale is then allocated to each of these elements, individually, on a pro ratapro-rata basis. TheAt the time of travel, the Company records the portion allocated to the miles are recorded into Frequent flyer deferred revenue on the Company’sCompany's consolidated balance sheet and recognizedsubsequently recognizes it into revenue when the transportation is provided.

miles are redeemed for air travel and non-air travel awards.

Estimated Selling Price of Miles. The Company’sCompany's estimated selling price of miles is based on an equivalent ticket value, less fulfillment discount, which incorporates the expected redemption of miles, as the best estimate of selling price for these miles. The equivalent ticket value is based on the prior 12 months’months' weighted average equivalent ticket value of similar fares as those used to settle award redemptions while taking into consideration such factors as redemption pattern, cabin class, loyalty status and geographic region. The estimated selling price of miles is adjusted by a fulfillment discountbreakage that considers a number of factors, including redemption patterns of various customer groups.

Co-branded Credit Card Partner Mileage Sales

68

Estimate of Miles Not Expected to be Redeemed ("Breakage"). The Company's breakage model is based on the assumption that the likelihood that an account will redeem its miles can be estimated based on a consideration of the account's historical behavior. The Company uses a logit regression model to estimate the probability that an account will redeem its current miles balance. 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.
Co-Brand Agreement. United has a significant contract the Second Amended and RestatedCo-Branded Card Marketing Services Agreement (the“Co-Brand Agreement” "Co-Brand Agreement"), to sell MileagePlus miles to itsco-branded credit card partner JPMorgan Chase Bank USA, N.A. (“Chase”("Chase"). Chase awards miles to MileagePlus members based on their credit card activity. United identified the following significant revenue elementsseparately identifiable performance obligations in theCo-Brand Agreement:
MileagePlus miles awarded – United has a performance obligation to provide MileagePlus cardholders with miles to be used for air travel and non-travel award redemptions. The Company records Passenger revenue related to the airtravel awards when the transportation element represented byis provided and records Other revenue related to the valuenon-travel awards when the goods or services are delivered. The Company records the cost associated with non-travel awards in Other operating revenue, as an agent.
Marketing – United has a performance obligation to provide Chase access to United's customer list and the use of United's brand. Marketing revenue is recorded to Other operating revenue as miles are delivered to Chase.
Advertising – United has a performance obligation to provide advertising in support of the mile (generally resulting from its redemption for future air transportationMileagePlus card in various customer contact points such as United's website, email promotions, direct mail campaigns, airport advertising and whose fair valuein-flight advertising. Advertising revenue is described above);recorded to Other operating revenue as miles are delivered to Chase.
Other travel-related benefits – United's performance obligations are comprised of various items such as waived bag fees, seat upgrades and lounge passes. Lounge passes are recorded to Other operating revenue as customers use the lounge passes. Bag fees and seat upgrades are recorded to Passenger revenue at the time of the United brand and accessassociated travel.
We account for all the payments received under the Co-Brand Agreement by allocating them to MileagePlus member lists; advertising; and other travel related benefits.

the separately identifiable performance obligations. The fair value of the elementsseparately identifiable performance obligations is determined using management’smanagement's estimated selling price of each element.component. The objective of using the estimated selling price based methodology is to determine the price at which we would transact a sale if the product or service were sold on a stand-alone basis. Accordingly, we determine our best estimate of selling price by considering multiple inputs and methods including, but not limited to, discounted cash flows, brand value, volume discounts, published selling prices, number of miles awarded and number of miles redeemed. The Company estimated the selling prices and volumes over the term of theCo-Brand Agreement, at the inception of the contract, in order to determine the allocation of proceeds to each of the multiple elementscomponents to be delivered. We also evaluate volumes on an annual basis, which may result in a change in the allocation of the estimated selling priceconsideration from the Co-Brand Agreement on a prospective basis.

Frequent Flyer Deferred Revenue. Miles in MileagePlus members' accounts are combined into one homogeneous pool and are thus not separately identifiable, for award redemption purposes, between miles earned in the current period and those in their beginning balance. Of the miles expected to be redeemed, the Company expects the majority of these miles to be redeemed within two years. The current portion of the Frequent flyer deferred revenue is based on expected redemptions in the next 12 months. The table below presents a roll forward of Frequent flyer deferred revenue (in millions):

69

Year Ended
December 31,
20232022
Total Frequent flyer deferred revenue - beginning balance$6,675 $6,282 
Total miles awarded3,297 2,558 
Travel miles redeemed(2,723)(2,079)
Non-travel miles redeemed(106)(86)
Total Frequent flyer deferred revenue - ending balance$7,143 $6,675 
In the years ended December 31, 2023, 2022 and 2021, the Company records passengerrecognized, in Other operating revenue, $2.7 billion, $2.4 billion and $1.8 billion, respectively, related to the air transportation element when the transportation is delivered. Themarketing, advertising, non-travel miles redeemed (net of related costs) and other elements are generally recognized as Other operating revenue when earned.

Expiration of Miles

The Company accounts for miles sold and awarded that will never be redeemed by program members, which we refer to as breakage. The Company reviews its breakage estimates annually based upon the latest available information regarding redemption and expiration patterns. Miles expire after 18 months of member account inactivity.

The Company’s estimatetravel-related benefits of the expected expiration of miles requires significant management judgment. Current and future changesmileage revenue associated with our various partner agreements including, but not limited to, expiration assumptions or to the expiration policy, 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 programs.

Other Information

our Co-Brand Agreement. The following table provides additional informationportion related to the frequentMileagePlus miles awarded of the total amounts received from our various partner agreements is deferred and presented in the table above as an increase to Total Frequent flyer program (in millions):

deferred revenue.

Year Ended

December 31,

  Cash Proceeds
from Miles Sold
and Earned
   Other Revenue
Recognized Upon
Award of Miles
to Third-Party
Customers (a)
   Increase in Frequent
Flyer Deferred
Revenue for Miles
Awarded (b)
   Decrease in
Advanced
Purchase

of Miles (c)
 

2017

   $2,343     $1,183     $2,025     $(865) 

2016

   3,022     1,221     2,050     (249) 

2015

   2,999     1,050     2,173     (224) 

 

       
(a) This amount represents other revenue recognized during the period from the sale of miles to third parties, representing the marketing-related deliverable services component of the sale. 
(b) This amount represents the increase to Frequent flyer deferred revenue during the period. 
(c) This amount represents the net decrease in the advance purchase of miles obligation due to cash payments for the sale of miles less than miles awarded to customers. 

(d)Cash and Cash Equivalents and Restricted Cash—(e)Cash and Cash Equivalents and Restricted Cash—Highly liquid investments with a maturity of three months or less on their acquisition date are classified as cash and cash equivalents.

Restricted cash primarily includes cash collateral for letters of credit and collateral associated with obligations for facility leases and workers’ compensation. Restricted cash is classified as short-term or long-term in the consolidated balance sheets based on the expected timing of return of the assets to the Company.

Company or payment to an outside party.

Restricted cash-current—The December 31, 2023 balance includes amounts to be used for the payment of principal, interest and fees on the $4.8 billion of senior secured notes and a secured term loan facility (the "MileagePlus Financing") secured by substantially all of the assets of Mileage Plus Holdings, LLC ("MPH"), a direct wholly-owned subsidiary of United.

Restricted cash-non-current—The December 31, 2023 balanceprimarily includes collateral associated with the MileagePlus Financing, collateral for letters of credit and collateral associated with facility leases and other insurance-related obligations.
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the statements of consolidated cash flows:

flows (in millions):
 UAL United 
 At December 31, At December 31, 
 2017 2016 2015 2017 2016 2015 
At December 31,At December 31,
2023202320222021

Current assets:

      

Cash and cash equivalents

 $1,482  $2,179  $3,006  $1,476  $2,173  $3,000 

Restricted cash included in Prepaid expenses and other

 18     2  18     2 
Cash and cash equivalents
Cash and cash equivalents
Restricted cash

Other assets:

      

Restricted cash

 91  124  204  91  124  204 
 

 

  

 

  

 

  

 

  

 

  

 

 
Restricted cash
Restricted cash
Total cash, cash equivalents and restricted cash shown in the statement of consolidated cash flows $1,591  $2,303  $3,212  $1,585  $2,297  $3,206 
 

 

  

 

  

 

  

 

  

 

  

 

 

(e)Short-term Investments—Short-term investments are classified asavailable-for-sale and are stated at fair value. Realized gains and losses on sales of investments are reflected in nonoperating income (expense) in the consolidated statements of operations. Unrealized gains and losses onavailable-for-sale securities are reflected as a component of accumulated other comprehensive income (loss).

(f)Aircraft Fuel, Spare Parts and Supplies—The Company accounts for aircraft fuel, spare parts and supplies at average cost and provides an obsolescence allowance for aircraft spare parts with an assumed residual value of 10% of original cost.

(g)Property and Equipment—The Company records additions to owned operating property and equipment at cost when acquired. Property under capital leases and the related obligation for future lease payments are recorded at an amount equal to the initial present value of those lease payments. Modifications that enhance the operating performance or extend the useful lives of airframes or engines are capitalized as property and equipment. It is the Company’s policy to record compensation from delays in delivery of aircraft as a reduction of the cost of the related aircraft.

(f)Investments—Highly liquid investments with maturities of greater than three months to a year, at the time of purchase, are classified as short-term investments and are stated at fair value. Investments with maturities beyond one year when purchased are classified as short-term investments if they are expected to be available to support our short-term liquidity needs. Our short-term investments in debt securities are classified as available-for-sale and are stated at fair value. Realized gains and losses on sales of these investments are reflected in Miscellaneous, net in the consolidated statements of operations. Unrealized gains and losses on available-for-sale debt securities are reflected as a component of accumulated other comprehensive income (loss). Equity investments are accounted for under the equity method if we are able to exercise significant influence over an investee. Equity investments for which we do not have significant influence are recorded at fair value or at cost, if fair value is not readily determinable, with adjustments for observable changes in price or impairments (referred to as the measurement alternative). Changes in fair value are recorded in Unrealized gains (losses) on investments, net in the consolidated statements of operations. See Note 8 of this report for additional information related to investments.
70

(g)Compensation received in connection with purchase agreements—The Company accounts for compensation received from vendors as deferred credits that will generally be recognized as a reduction to the cost of the asset received in future periods.
(h)Accounts Receivable—Accounts receivable primarily consist of amounts due from credit card companies, non-airline partners, and cargo customers. We provide an allowance for credit losses expected to be incurred. We base our allowance on various factors including, but not limited to, aging, payment history, write-offs, macro-economic indicators and other credit monitoring indicators. Credit loss expense and write-offs related to trade receivables were not material for the years ended December 31, 2023 and 2022.
(i)Aircraft Fuel, Spare Parts and Supplies—The Company accounts for aircraft fuel, spare parts and supplies at average cost and provides an obsolescence allowance for aircraft spare parts with an assumed residual value of 10% of original cost.
(j)Property and Equipment—The Company records additions to owned operating property and equipment at cost when acquired. Property under finance leases and the related obligation for future lease payments are recorded at an amount equal to the initial present value of those lease payments. Modifications that enhance the operating performance or extend the useful lives of airframes or engines are capitalized as property and equipment. We periodically receive credits in connection with the acquisition of aircraft and engines including those related to contractual damages related to delays in delivery. These credits are deferred until the aircraft and engines are delivered and then applied as a reduction to the cost of the related equipment.
Depreciation and amortization of owned depreciable assets is based on the straight-line method over the assets’assets' estimated useful lives. Leasehold improvements are amortized over the remaining term of the lease, including estimated facility renewal options when renewal is reasonably assuredcertain at key airports, or the estimated useful life of the related asset, whichever is less. Properties under capitalfinance leases are amortized onusing the straight-line method over the life of the lease or, in the case of certain aircraft, over their estimated useful lives, whichever is shorter. Amortization of capitalfinance lease assets is included in depreciation and amortization expense. The estimated useful lives of property and equipment are as follows:

Estimated Useful Life (in years)

Aircraft, spare engines and related rotable parts

25 to 30

Buildings

Aircraft seats
10 to 15
Buildings25 to 45

Other property and equipment

3 to 15

Computer software

5 to 15

Building improvements

1 to 40

As of December 31, 20172023 and 2016,2022, the Company had a carrying value of computer software of $345$453 million and $356$471 million, respectively. For the years ended December 31, 2017, 20162023, 2022 and 2015,2021, the Company’s depreciationCompany's amortization expense related to computer software was $117$168 million, $108$166 million and

$93 $182 million, respectively. Aircraft, spare engines and aircraft sparerelated rotable parts were assumed to have residual values of approximately 10% of original cost, and other categories of property and equipment were assumed to have no residual value.

(h)Maintenance and Repairs—The cost of maintenance and repairs, including the cost of minor replacements, is charged to expense as incurred, except for costs incurred under ourpower-by-the-hour (“PBTH”) engine maintenance agreements. PBTH contracts transfer certain risk to third-party service providers and fix the amount we pay per flight hour or per cycle to the service provider in exchange for maintenance and repairs under a predefined maintenance program. Under PBTH agreements, the Company recognizes expense at a level rate per engine hour, unless the level of service effort and the related payments during the period are substantially consistent, in which case the Company recognizes expense based on the amounts paid.

(i)Lease Fair Value Adjustments—Lease fair value adjustments, which arose from recording operating leases at fair value under fresh start or business combination accounting, are amortized on a straight-line basis over the related lease term.

(j)Regional Capacity Purchase—Payments made to regional carriers under CPAs are reported in Regional capacity purchase in our consolidated statements of operations.

(k)Advertising—Advertising costs, which are included in Other operating expenses, are expensed as incurred. Advertising expenses were $217 million, $220 million and $201 million for the years ended December 31, 2017, 2016 and 2015, respectively.

(l)Intangibles—The Company has finite-lived and indefinite-lived intangible assets, including goodwill. Finite-lived intangible assets are amortized over their estimated useful lives. Goodwill and indefinite-lived intangible assets are not amortized but are reviewed for impairment annually or more frequently if events or circumstances indicate that the asset may be impaired. Goodwill and indefinite-lived assets are reviewed for impairment on an annual basis as of October 1, or on an interim basis whenever a triggering event occurs. See Note 2 of this report for additional information related to intangibles.

(m)Long-Lived Asset Impairments—
(k)Long-Lived Asset Impairments—The Company evaluates the carrying value of long-lived assets subject to amortization whenever events or changes in circumstances indicate that an impairment may exist. For purposes of this testing, the Company has generally identified the aircraft fleet type as the lowest level of identifiable cash flows for its mainline fleet and the contract level for its regional fleet under capacity purchase agreements ("CPAs"). An impairment charge is recognized when the asset's carrying value exceeds its net undiscounted future cash flows. An impairment charge is recognized when the asset’s carrying value exceeds its net undiscounted future cash flows and its fair market value. The amount of the charge is the difference between the asset’s carrying value and fair market value. See Note 14 of this report for additional information related to asset impairments.

(n)Share-Based Compensation—The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. The resulting cost is recognized over the period during which an employee is required to provide service in exchange for the award, usually the vesting period. Obligations for cash-settled restricted stock units (“RSUs”) are remeasured at fair value throughout the requisite service period on the last day of each reporting period based upon UAL’s stock price. In addition to the service requirement, certain RSUs have performance metrics that must be achieved prior to vesting. These awards are accrued based on the expected level of achievement at each reporting period. A cumulative adjustment is recorded on the last day of each reporting period to adjust compensation expense based on both UAL’s stock price and the then current level of expected performance achievement for the performance-based awards. See Note 5 of this report for additional information on UAL’s share-based compensation plans.

(o)Ticket Taxes—Certain governmental taxes are imposed on the Company’s ticket sales through a fee included in ticket prices. The Company collects these fees and remits them to the appropriate government agency. These fees are recorded on a net basis (excluded from operating revenue).

(p)Retirement of Leased Aircraft—The Company accrues for estimated lease costs over the remaining term of the lease at the present value of future minimum lease payments, net of estimated sublease rentals (if any), in the period that aircraft are permanently removed from service. When reasonably estimable and probable, the Company estimates maintenance lease return condition obligations for items such as minimum aircraft and engine conditions specified in leases and accrues these amounts over the lease term while the aircraft are operating, and any remaining unrecognized estimated obligations are accrued in the period that an aircraft is removed from service.

(q)Uncertain Income Tax Positions—The Company has recorded reserves for income taxes and associated interest that may become payable in future years. Although management believes that its positions taken on income tax matters are reasonable, the Company nevertheless has established tax and interest reserves in recognition that various taxing authorities may challenge certain of the positions taken by the Company, potentially resulting in additional liabilities for taxes and interest. The Company’s uncertain tax position reserves are reviewed periodically and are adjusted as events occur that affect its estimates, such as the availability of new information, the lapsing of applicable statutes of limitation, the conclusion of tax audits, the measurement of additional estimated liability, the identification of new tax matters, the release of administrative tax guidance affecting its estimates of tax liabilities, or the rendering of relevant court decisions. The Company records penalties and interest relating to uncertain tax positions as part of income tax expense in its consolidated statements of operations. The Company has not recorded any material expense or liabilities related to interest or penalties in its consolidated financial statements.

(r)Labor Costs—The Company records expenses associated with amendable labor agreements when the amounts are probable and estimable. These include costs associated with lump sum cash payments that would be made in conjunction with the ratification of labor agreements. To the extent these upfront costs are in lieu of future pay increases, they would be capitalized and amortized over the term of the labor agreements. If not, these amounts would be expensed.

(s)Third-Party Business—The Company has third-party business revenue that includes fuel sales, catering, ground handling, maintenance services and frequent flyer awardnon-air redemptions. Third-party business revenue is recorded in Other operating revenue. The Company also incurs third-party business expenses, such as maintenance, ground handling and catering services for third parties, fuel sales andnon-air mileage redemptions. The third-party business expenses are recorded in Other operating expenses.

(t)

Recently Issued Accounting Standards—In 2014,the Financial Accounting Standards Board (“FASB”) amended the FASB Accounting Standards Codification and created a new Topic 606,Revenue from Contracts with Customers(“Topic 606”). This amendment prescribes that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendment supersedes the revenue recognition requirements in Topic 605,Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Accounting Standards Codification. The Company used the full-retrospective approach in adopting this standard on January 1, 2018. The standard impacts the classification of certain revenue streams and affects the timing of revenue and expense recognition for others. For the Company, the most significant impact of this standard is the reclassification of certain ancillary fees from other operating revenue into passenger revenue on the statement of consolidated operations. These ancillary fees are directly related to passenger travel, such as ticket change fees and baggage fees, and will no longer be considered distinct performance obligations separate from the passenger travel component. In addition, the ticket change fees, which were previously recognized when received, will be recognized when transportation is provided. While the classification of certain transactions within operating revenue and between operating revenue and operating expenses will change, the adoption of the standard will not have a material impact on our earnings. Further, adoption of the standard will have no impact on cash provided by or used in

operating, financing, or investing activities in our consolidated cash flows statements. Adoption of Topic 606 is expected to impact our reported results as shown in the table below:

Statements of Consolidated Operations for the Years Ended December 31,

   As Reported  Adjustment  As Adjusted
for Adoption of
Topic 606
 
   2017  2016  2017  2016  2017  2016 

Operating revenue:

       

Passenger—Mainline

  $26,552   $25,414   $1,707   $1,615   $28,259   $27,029  

Passenger—Regional

   5,852    6,043    349    357    6,201    6,400  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total passenger revenue

   32,404    31,457    2,056    1,972    34,460    33,429  

Cargo

   1,035    876    79    58    1,114    934  

Other operating revenue

   4,297    4,223    (2,087)    (2,028)    2,210    2,195  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total operating revenue

   37,736    36,556    48       37,784    36,558  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating expenses

   34,238    32,218    (21)    (12)    34,217    32,206  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating income

   3,498    4,338    69    14    3,567    4,352  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Nonoperating expense, net

   (499)    (519)    (28)    (60)    (527)    (579)  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Income before income taxes

   2,999    3,819    41    (46)    3,040    3,773  

Income tax expense (benefit)

   868    1,556    28    (17)    896    1,539  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income

  $2,131   $2,263   $13   $(29)   $2,144   $2,234  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Earnings per share, basic

  $7.04   $6.86   $0.04   $(0.09)   $7.08   $6.77  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Earnings per share, diluted

  $7.02   $6.85   $0.04   $(0.09)   $7.06   $6.76  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Consolidated Balance Sheets as of December 31,

   As Reported   Adjustment  As Adjusted
for Adoption of
Topic 606
 
   2017   2016   2017  2016  2017   2016 

Current assets:

          

Prepaid expenses and other

  $1,051    $832    $20   $20  $1,071    $852  

Other assets:

          

Deferred income taxes

   —     655     —    48   —     703  

Current liabilities:

          

Advance ticket sales

   3,876     3,730     64    65   3,940     3,795  

Frequent flyer deferred revenue

   2,176     2,135     16    14   2,192     2,149  

Other

   569     1,010        79   576     1,089  

Other liabilities and deferred credits:

          

Frequent flyer deferred revenue

   2,565     2,748     26    (8  2,591     2,740  

Advanced purchase of miles

   —     430     —    3   —     433  

Deferred income taxes

   225     —     (21)    —    204     —  

Stockholders’ equity:

          

Retained earnings

   4,621     3,427     (72)    (85  4,549     3,342  

In 2016, the FASB amended the FASB Accounting Standards Codification and created a new Topic 842,Leases(“Topic 842”). The guidance requires lessees to recognize aright-of-use asset and a lease liability for all leases (with the exception of short-term leases) at the commencement date and recognize expenses on their income statements similar to the current Topic 840,Leases. It is effective for fiscal years and interim periods beginning after December 15, 2018, and early adoption is permitted. Lessees and lessors are required to adopt Topic 842 using a modified retrospective approach for all leases existing at or commencing after the date of initial application with an option to use certain practical expedients. We have not completed our evaluation of the impact of the new standard, but believe that it will have a significant impact on our consolidated balance sheets. The new standard is not expected to have a material impact on the Company’s results of operations or cash flows. The primary effect of adopting the new standard will be to record assets and obligations for its operating leases.

In 2016, the FASB issued Accounting Standards UpdateNo. 2016-01,Financial Instruments—Overall (Subtopic825-10) (“ASU2016-01”). This standard makes several changes, including the elimination of theavailable-for-sale classification of equity investments, and requires equity investments with readily determinable fair values to be measured at fair value with changes in fair value recognized in net income. It is effective for interim and annual periods beginning after December 15, 2017. Based on its portfolio of investments as of December 31, 2017, the Company does not expect the adoption of ASU2016-01 to have a material impact on its consolidated financial statements.

In 2017, the FASB issued Accounting Standards UpdateNo. 2017-07,Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost(“ASU2017-07”). The update requires employers to present the service cost component of the net periodic benefit cost in the same income statement line item as other employee compensation costs arising from services rendered during the period. The other components of net benefit cost, including interest cost, expected return on plan assets, amortization of prior service cost/credit and actuarial gain/loss, and settlement and curtailment effects, are to be presented outside of any subtotal of operating income. Employers will have to disclose the line(s) used to present the other components of net periodic benefit cost, if the components are not presented separately in the income statement.ASU2017-07 is effective for fiscal years and interim periods beginning after December 15, 2017, and early adoption is permitted. The Company does not expect the adoption of ASU2017-07 to have a material impact on its consolidated financial statements. Early adoption of ASU2017-07 would have impacted the statement of consolidated operations as shown in the table below:

Statements of Consolidated Operations for the Years Ended December 31,

   As Reported  Adjustment  As Adjusted for
Adoption of
ASU2017-07
 
   2017   2016  2017  2016  2017  2016 

Operating expense:

        

Salaries and related costs

  $11,045    $10,275   $(104)   $(99 $10,941   $10,176  

Special charges

   176     638    —    107   176    745  

Nonoperating income (expense):

        

Miscellaneous, net

       (19)    (104)    8   (101)    (11)  

In February 2018, the FASB issued Accounting Standards UpdateNo. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income(“ASU2018-02”). This standard focuses on a targeted improvement to reclassify stranded tax effects resulting from the Tax Cuts and Jobs Act (the “Tax Act”) enacted on December 22, 2017 from accumulated other comprehensive income (“AOCI”) to retained earnings (“RE”). The amount of the reclassification would becharge is the difference between the amount initially charged

asset's carrying value and fair market value.

or credited directlyThe Company recorded impairment charges related to other comprehensive income at the previously enacted U.S. federal corporate income tax rate that remains in AOCI and the amount that would have been charged or credited directly to other comprehensive income using the newly enacted U.S. federal corporate income tax rate, excluding the effectcertain of any valuation allowance previously charged to income from continuing operations. ASU2018-02 is effective for interim and annual periods beginning after December 15, 2018, and early adoption is permitted. We have elected to early adopt this standardits aircraft of $97 million for the year ended December 31, 2017. We have reclassified $118 million from AOCI to RE as a result of this adoption.2021. See Note 613 of this report for additional information.

NOTE 2 - GOODWILL AND OTHER INTANGIBLE ASSETS

information related to impairments.

(l)Intangibles—The Company has finite-lived and indefinite-lived intangible assets, including goodwill. Finite-lived intangible assets are amortized over their estimated useful lives. Goodwill and indefinite-lived intangible assets are not amortized but 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. When there is a triggering event, the Company typically determines fair value using either market or a variation of the income approach valuation techniques. These
71

measurements include the following key assumptions: (1) forecasted revenues, expenses, margin and cash flows, (2) terminal period growth rate, (3) an estimated weighted average cost of capital, (4) asset-specific risk factor and (5) a tax rate. These assumptions are consistent with those that hypothetical market participants would use. Because we are required to make estimates and assumptions when evaluating goodwill and indefinite-lived intangible assets for impairment, actual results may differ materially from these estimates. We recognize an impairment when the fair value of an intangible asset is less than its carrying value.
Every year, the Company evaluates its intangible assets for possible impairments. 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. For all other intangible assets, the Company performed a qualitative assessment of whether it was more likely than not that an impairment had occurred. To determine fair value of the China route authority, the Company used a discounted cash flow method. Key inputs into the models included forecasted revenues, fuel costs, other operating costs, margin and an overall discount rate. These assumptions are inherently uncertain as they relate to future events and circumstances.
The following table presents information about the Company’sCompany's goodwill and other intangible assets at December 31 (in millions):

       2017   2016 

Item

  Asset life (a)   Gross Carrying
Amount
   Accumulated
Amortization
   Gross Carrying
Amount
   Accumulated
Amortization
 

Goodwill

     $4,523       $4,523    
    

 

 

     

 

 

   
          

Finite-lived intangible assets

          

Frequent flyer database (b)

   22    $1,177     $832     $1,177     $771  

Hubs

   20    145     89     145     82  

Contracts

   13    121     103     135     95  

Patents and tradenames

   3    108     108     108     108  

Airport slots and gates

   8    97     97     97     97  

Other

   25    109     84     109     81  
    

 

 

   

 

 

   

 

 

   

 

 

 

Total

     $1,757     $1,313     $1,771     $1,234  
    

 

 

   

 

 

   

 

 

   

 

 

 

Indefinite-lived intangible assets

          

Route authorities

     $1,562       $1,562    

Airport slots and gates

     536       536    

Tradenames and logos

     593       593    

Alliances

     404       404    
    

 

 

     

 

 

   

Total

     $3,095       $3,095    
    

 

 

     

 

 

   

(a) Weighted average life expressed in years.

(b) The frequent flyer database is amortized based on an accelerated amortization schedule to reflect utilization of the assets. Estimated cash flows correlating to the expected attrition rate of customers in the frequent flyer database is considered in the determination of the amortization schedules.

20232022
Gross 
Carrying
Amount
Accumulated
Amortization
Gross 
Carrying
Amount
Accumulated
Amortization
Goodwill$4,527 $4,527 
Indefinite-lived intangible assets
China route authority$1,020 $1,020 
Airport slots574 574 
Tradenames and logos593 593 
Alliances404 404 
Total$2,591 $2,591 
Finite-lived intangible assets
Frequent flyer database$1,177 $1,068 $1,177 $1,040 
Hubs145 131 145 124 
Contracts— — 
Other307 296 314 301 
Total$1,629 $1,495 $1,643 $1,472 
Amortization expense in 2017, 20162023, 2022 and 20152021 was $79$37 million, $90$41 million and $105$49 million, respectively. Projected amortization expense in 2018, 2019, 2020, 20212024, 2025, 2026, 2027 and 20222028 is $67$32 million, $61$28 million, $55$18 million, $50$11 million and $40$10 million, respectively.

(m)Labor Costs—The Company records expenses associated with new or amendable labor agreements when the amounts are probable and estimable. These could include costs associated with retro-active lump sum cash payments made in conjunction with the ratification of labor agreements. To the extent these upfront costs are in lieu of future pay increases, they would be capitalized and amortized over the term of the labor agreements. If not, these amounts would be expensed.
(n)Share-Based Compensation—The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. The resulting cost is recognized over the period during which an employee is required to provide service in exchange for the award, usually the vesting period. Obligations for cash-settled restricted stock units ("RSUs") are remeasured at fair value throughout the requisite service period at the close of the reporting period based upon UAL's stock price. In addition to the service requirement, certain RSUs have performance metrics that must be achieved prior to vesting. These awards are accrued based on the expected level of achievement at each reporting period. An adjustment is recorded each reporting period to adjust compensation expense based on the then current level of expected performance achievement for the performance-based awards. See Note 144 of this report for additional information on UAL's share-based compensation plans.
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(o)Maintenance and Repairs—The cost of maintenance and repairs, including the cost of minor replacements, is charged to expense as incurred, except for costs incurred under our power-by-the-hour ("PBTH") engine maintenance agreements. PBTH contracts transfer certain risk to third-party service providers and fix the amount we pay per flight hour or per cycle to the service provider in exchange for maintenance and repairs under a predefined maintenance program. Under PBTH agreements, the Company recognizes expense at a level rate per engine hour, unless the level of service effort and the related payments during the period are substantially consistent, in which case the Company recognizes expense based on the amounts paid.
(p)Advertising—Advertising costs, which are included in Other operating expenses, are expensed as incurred. Advertising expenses were $221 million, $165 million and $99 million for the years ended December 31, 2023, 2022 and 2021, respectively.
(q)Third-Party Business—The Company has third-party business activity that includes ground handling, maintenance services, flight academy and frequent flyer award non-travel redemptions. Third-party business revenue is recorded in Other operating revenue. Expenses associated with these third-party business activities are recorded in Other operating expenses, except for non-travel mileage redemption. Non-travel mileage redemption expenses are recorded to impairmentOther operating revenue.
(r)Uncertain Income Tax Positions—The Company has recorded reserves for income taxes and associated interest that may become payable in future years. Although management believes that its positions taken on income tax matters are reasonable, the Company nevertheless established tax and interest reserves in recognition that various taxing authorities may challenge certain of intangible assets.

the positions taken by the Company, potentially resulting in additional liabilities for taxes and interest. The Company's uncertain tax position reserves are reviewed periodically and are adjusted as events occur that affect its estimates, such as the availability of new information, the lapsing of applicable statutes of limitation, the conclusion of tax audits, the measurement of additional estimated liability, the identification of new tax matters, the release of administrative tax guidance affecting its estimates of tax liabilities, or the rendering of relevant court decisions. The Company records penalties and interest relating to uncertain tax positions as part of income tax expense in its consolidated statements of operations. See Note 6 of this report for additional information on UAL's uncertain tax positions.
(s)Recently Issued Accounting Standards— In June 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. Under this standard, a contractual restriction on the sale of an equity security is not considered in measuring the security's fair value. The standard also requires certain disclosures for equity securities that are subject to contractual sale restrictions. The ASU became effective January 1, 2024. We do not expect this ASU to have a material impact on the valuation of our equity investments; however, we may be required to include additional disclosures to the extent we have material equity investments subject to contractual sale restrictions.

NOTE 3 –2 - COMMON STOCKHOLDERS’STOCKHOLDERS' EQUITY AND PREFERRED SECURITIES

In 2017, UAL repurchased approximately 28 million shares of UAL common stock for $1.8 billion, completing its July 2016 repurchase authorization. In December 2017, UAL’s Board of Directors authorized a new $3.0 billion share repurchase

The Company issued warrants to the U.S. Treasury Department ("Treasury") pursuant to the payroll support program to acquire UAL’s common stock. As of December 31, 2017,("PSP"), including extensions, and the Company had approximately $3.0 billion remaining to purchase sharesloan program established under its existing share repurchase authority. UAL may repurchase shares through the open market, privately negotiated transactions, block trades or accelerated share repurchase transactions from time to time in accordance with applicable securities laws. UAL may repurchase shares of UAL common stock subject to prevailing market conditions,Coronavirus Aid, Relief, and may discontinue such repurchases at any time.Economic Security Act (the "CARES Act"). See Part II, Item 5, Market for registrant’s common equity, related stockholder matters and issuer purchases of equity securities,Note 9 of this report for additional information.

In 2017,information about the unsecured promissory notes issued by the Company retired 25 million treasury shares that were originally acquired at an average costto Treasury under the PSP and related extensions. As of approximately $63 per share.

At December 31, 2017,2023, the Company had the following warrants outstanding:

Warrant DescriptionNumber of Shares of UAL Common Stock (in millions)Exercise PriceExpiration Dates
PSP1 Warrants4.8$31.50 4/20/20259/30/2025
CARES Act Warrants1.731.50 9/28/2025
PSP2 Warrants2.043.26 1/15/20264/29/2026
PSP3 Warrants1.553.92 4/29/20266/10/2026
Total10.0 
As of December 31, 2023, approximately 104.8 million shares of UAL’sUAL's common stock were reserved for future issuance related to the issuance of equity-based awards under the Company’sCompany's incentive compensation plans.

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As of December 31, 2017,2023, UAL had two shares of junior preferred stock (par value $0.01 per share) outstanding. In addition, UAL is authorized to issue 250 million shares of preferred stock (without par value) under UAL’sUAL's amended and restated certificate of incorporation.

On March 3, 2021, the Company entered into an equity distribution agreement (the "Distribution Agreement") with several financial institutions (collectively, the "Managers"), relating to the issuance and sale from time to time by UAL (the "2021 ATM Offering"), through the Managers, of up to 37 million shares of UAL common stock (the "2021 ATM Shares"). Sales of the 2021 ATM Shares under the Distribution Agreement were allowed to be made in any transactions that were deemed to be "at the market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended. During 2021, approximately 4 million shares were sold in the 2021 ATM Offering at an average price of $57.50 per share, with net proceeds to the Company totaling approximately $250 million. No shares were sold in 2022 or 2023 under the 2021 ATM Offering, which expired in March 2023.
NOTE 43 - EARNINGS (LOSS) PER SHARE

The computations of UAL’sUAL's basic and diluted earnings (loss) per share are set forth below for the years ended December 31 (in millions, except per share amounts):

           2017                   2016                   2015         

Earnings available to common stockholders

   $2,131     $2,263     $7,340  
  

 

 

   

 

 

   

 

 

 
      

Basic weighted-average shares outstanding

   302.7     329.9     376.1  

Effect of convertible notes

   —     —     0.3  

Effect of employee stock awards

   0.9     0.4     0.5  
  

 

 

   

 

 

   

 

 

 

Diluted weighted-average shares outstanding

   303.6     330.3     376.9  
  

 

 

   

 

 

   

 

 

 
      

Earnings per share, basic

   $7.04     $6.86     $19.52  
  

 

 

   

 

 

   

 

 

 

Earnings per share, diluted

   $7.02     $6.85     $19.47  
  

 

 

   

 

 

   

 

 

 

The number

202320222021
Earnings (loss) available to common stockholders$2,618 $737 $(1,964)
Basic weighted-average shares outstanding327.8 326.4 321.9 
Dilutive effect of stock warrants (a)2.2 1.5 — 
Dilutive effect of employee stock awards1.9 2.2 — 
Diluted weighted-average shares outstanding331.9 330.1 321.9 
Earnings (loss) per share, basic$7.98 $2.26 $(6.10)
Earnings (loss) per share, diluted$7.89 $2.23 $(6.10)
Potentially dilutive securities (b)
Stock warrants (a)1.5 3.5 0.9 
Employee stock awards0.6 0.7 0.7 
(a) Represent warrants issued to Treasury pursuant to the payroll support program, including extensions, and the loan program established under the CARES Act. See Note 2 of antidilutivethis report for additional information about these warrants.
(b) Weighted-average potentially dilutive securities outstanding excluded from the computation of diluted earnings per share amounts was not material.

because the securities would have had an antidilutive effect.

NOTE 54 - SHARE-BASED COMPENSATION PLANS

UAL maintains several share-based compensation plans. In May 2017, UAL’s Boardplans for our management employees and our non-employee directors. These plans provide for grants of Directors and stockholders approved the United Continental Holdings, Inc. 2017 Incentive Compensation Plan (the “2017 Plan”). The 2017 Plan is an incentive compensation plan that allows the Company to use different forms of long-term equity incentives to attract, retain, and reward officers and employees (including prospective officers and employees). The 2017 Plan replaced the United Continental Holdings, Inc. 2008 Incentive Compensation Plan (the “2008 Plan”). Any awards granted under the 2008 Plan prior to the approval of the 2017 Plan remain in effect pursuant to their terms. Awards may not be granted under the 2017 Plan after May 24, 2027. Under the 2017 Plan, the Company may grant:non-qualifiednonqualified stock options,options; incentive stock options (within the meaning of Section 422 of the Internal Revenue Code of 1986),; stock appreciation rights ("SARs"); restricted shares, RSUs,stock; RSUs; performance compensation awards, performance units,units; cash incentive awards and other equity-based and equity-related awards, andawards. An award (other than an option, SAR or cash incentive award) may provide the holder with dividends andor dividend equivalents.

All awards are recorded as either equity or a liability in the Company’sCompany's consolidated balance sheets. The share-based compensation expense is recorded in salaries and related costs.

During 2017,2023, UAL granted share-based compensation awards pursuant to both the 2008 Plan and the 2017United Airlines Holdings, Inc. 2021 Incentive Compensation Plan. These share-based compensation awards includeincluded approximately 1.62.6 million RSUs consisting of 1.0approximately 2.0 million time-vested RSUs and approximately 0.6 million performance-based RSUs, and approximately 36,000 stock options.RSUs. The time-vested RSUs vestpro-rata, a majority of which vest on February 28th of each year, over a three yearthree-year period from the date

of grant. TheseThe performance-based RSUs vest upon continuous employment with the Company through December 31, 2025 and the achievement of certain financial, operational and diversity goals. RSUs are generally equity awards settled in stock for domestic employees and liability awards settled in cash for international employees. The cash payments are based on the20-day average closing price of UAL common stock immediately prior to the vesting date. The performance-based RSUs vest based on the Company’s relative improvement inpre-tax margin compared to a group

74

The following table provides information related to UAL’sUAL's share-based compensation plan cost for the years ended December 31 (in millions):

       2017           2016           2015     

Compensation cost:

      

RSUs

   $63     $58     $52  

Restricted stock

       11      

Stock options

           —  
  

 

 

   

 

 

   

 

 

 

Total

   $73     $70     $58  
  

 

 

   

 

 

   

 

 

 

202320222021
Compensation cost:
RSUs$78 $87 $236 
Stock options
Total$80 $89 $238 
The table below summarizes UAL’sUAL's unearned compensation and weighted-average remaining period to recognize costs for all outstanding share-based awards that are probable of being achieved as of December 31, 20172023 (in millions, except as noted):

   Unearned
Compensation
   Weighted-
Average
Remaining
Period

(in years)
 

RSUs

   $46     1.9  

Stock options

       3.9  

Restricted stock

       1.2  
  

 

 

   

Total

   $53    
  

 

 

   

RSUs and Restricted Stock. All performance-based RSUs, as well as a portion of the outstanding time-vested RSUs, will be settled in cash. As of December 31, 2017, UAL had recorded a liability of $38 million related to its

Unearned CompensationWeighted-Average
Remaining Period
(in years)
RSUs$78 1.4
Stock options2.7
Total$81 
RSUs. UAL paid $50 million, $69 million and $85 million related to its RSUs during 2017, 2016 and 2015, respectively.

The table below summarizes UAL’s RSUs and restricted stockUAL's RSU activity for the years ended December 31 (shares in millions):

   RSUs     Restricted Stock   Weighted-
Average
Grant Price
 

Outstanding at December 31, 2014

   3.8       0.7    $32.55  

Granted

   1.0       0.2     66.53  

Vested

   (1.6)      (0.4)    31.14  

Forfeited

   (0.6)      (0.2)    46.23  
  

 

 

     

 

 

   

Outstanding at December 31, 2015

   2.6       0.3     48.68  

Granted

   1.9       0.4     50.63  

Vested

   (1.4)      (0.1)    41.47  

Forfeited

   (0.2)      (0.1)    53.42  
  

 

 

     

 

 

   

Outstanding at December 31, 2016

   2.9       0.5     52.00  
  

 

 

     

 

 

   

Granted

   1.6       —     —  

Vested

   (1.0)      (0.2)    51.60  

Forfeited

   (0.3)      —     51.88  
  

 

 

     

 

 

   

Outstanding at December 31, 2017

   3.2       0.3     52.30  
  

 

 

     

 

 

   

Liability AwardsEquity Awards
RSUs
RSUs
Weighted-
Average
Grant Price
Outstanding at December 31, 20200.4 3.2 $53.41 
Granted0.4 2.9 52.18 
Vested(0.6)(1.5)51.35 
Forfeited— (0.2)46.77 
Outstanding at December 31, 20210.2 4.4 53.63 
Granted0.1 2.3 31.96 
Additional issuance due to achievement of performance metrics— 1.6 58.17 
Vested(0.2)(4.8)56.00 
Forfeited— (0.2)53.03 
Outstanding at December 31, 20220.1 3.3 37.88 
Granted0.1 2.5 43.42 
Vested(0.1)(1.6)44.03 
Forfeited— (0.1)36.90 
Outstanding at December 31, 20230.1 4.1 38.86 
The fair value of RSUs and restricted stock that vested in 2017, 20162023, 2022 and 20152021 was approximately $76 million, $80$274 million and $92$104 million, respectively. The fair value of the restricted stock and the stock-settled RSUs was based upon the UAL common stock price on the date of grant. These awards are accounted for as equity awards. The fair value of the cash-settled RSUs was based on the UAL common stock price as of the last day preceding the settlement date. These awards are accounted for as liability awards. Restricted stock vesting and the recognition of the expense is similar to the stock option vesting described below.

Stock Options. During 2017, UAL granted approximately 36,000 stock options with exercise prices equal to the fair market value of UAL’s common stock on the date of grant with a weighted-average exercise price of $77.56 and a weighted-average grant date fair value of approximately $0.7 million. In 2016, UAL granted approximately 0.1 million stock options with exercise prices equal to the fair market value of UAL’s common stock on the date of grant and an additional approximately 0.3 million stock options with exercise prices at a 25% premium of the grant date fair market value resulting in a weighted-average exercise price of $56.19 and a weighted-average grant date fair value of approximately $2.3 million. UAL did not grant any stock options in 2015. Expense related to each portion of an option grant is recognized on a straight-line basis over the specific vesting period for those options.

The Company determined the grant date fair value of stock options using a Black Scholes option pricing model, which requires the use of several assumptions. The risk-free interest rate is based on the U.S. treasury yield curve in effect for the expected term of the option at the time of grant. The dividend yield on UAL’s common stock was assumed to be zero since UAL did not have any plans to pay dividends at the time of the option grants. The volatility assumptions were based upon historical volatilities of UAL using daily stock price returns equivalent to the expected term of the option. The expected term of the options was determined based upon a simplified assumption that the option will be exercised evenly from vesting to expiration due to the Company’s lack of relevant historical data related to stock options.

As of December 31, 2017, there were2023, UAL had recorded a liability of approximately 0.5$3 million outstanding stock option awards, 0.1related to its cash-settled RSUs. UAL paid approximately $3 million, of which were exercisable, with weighted-average exercise prices of $51.67 and $34.74, respectively, intrinsic values of $8$7 million and $5$29 million respectively,related to its cash-settled RSUs during 2023, 2022 and weighted-average remaining contractual lives (in years)2021, respectively.

75


NOTE 65 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

("AOCI")

The tables below present the components of the Company’sCompany's AOCI, net of tax (in millions):

   Pension and
Other
Postretirement
Liabilities
  Fuel
Derivatives
Contracts
   Investments
and Other
   Deferred
Taxes
  Total 

Balance at December 31, 2014

   $(472)   $(499)    $    $(116)   $(1,079) 
  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

 

Other comprehensive income (loss) before reclassifications

   78 (a)   (320)    (5)    88    (159) 

Amounts reclassified from accumulated other comprehensive income

   31    604     —     (228)   407  
  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

 

Net other comprehensive income (loss)

   109    284     (5)    (140)   248  
  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

 

Balance at December 31, 2015

   $(363)   $(215)    $    $(256)   $(831) 
  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

 

Other comprehensive income (loss) before reclassifications

   (517)(a)   (4)    —     187    (334) 

Amounts reclassified from accumulated other comprehensive income

   26    217     (2)    95    336  
  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

 

Net other comprehensive income (loss)

   (491)   213     (2)    282     
  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

 

Balance at December 31, 2016

   $(854)   $(2)    $    $26    $(829) 
  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

 

Other comprehensive income (loss) before reclassifications

   (306)(a)   —     (7)    74    (239) 

Amounts reclassified from accumulated other comprehensive income

   58        —     (21)   39  

Reclassification of stranded tax effects

   —    —     —     (118)(b)   (118) 
  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

 

Net other comprehensive income (loss)

   (248)       (7)    (65)   (318) 
  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

 

Balance at December 31, 2017

   $(1,102)   $—     $(6)    $(39)(c)   $(1,147) 
  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

 

Details about AOCI Components

 Amount Reclassified from AOCI to
Income
  Affected Line Item in
the Statement Where
Net Income is Presented
 
  Year Ended December 31,    
  2017   2016  2015    

Fuel derivative contracts

     

Fuel contracts-reclassifications of losses into earnings (d)

  $    $217    $604    Aircraft fuel 

Pension and Postretirement liabilities

     

Amortization of unrecognized (gains) losses and prior service cost (e)

  58     26    31    Salaries and related costs 

Investments and other

     

Available-for-sale securities—reclassifications of gains into earnings

  —     (2  —    Miscellaneous, net 

(a) Prior service credits increased by $0 million, $30 million and $0 million and actuarial losses increased by approximately $306 million, $560 million and $78 million for 2017, 2016 and 2015, respectively.

(b) This amount represents the reclassification from AOCI to RE of the stranded tax effects resulting from the enactment of the Tax Act.

(c) Deferred tax balance relates mainly to Pension and Other Postretirement Liabilities.

(d) The last of the Company’s fuel hedge derivatives designated for cash flow hedge accounting expired in December 2016. The 2017 amount reclassified from AOCI into fuel expense represents hedge losses on December 2016 settled trades, but for which the associated fuel purchased in December 2016 was not consumed until January 2017. The Company’s current strategy is to not enter into transactions to hedge its fuel consumption, although the Company regularly reviews its strategy based on market conditions and other factors.

(e) This AOCI component is included in the computation of net periodic pension and other postretirement costs (see Note 8 of this report for additional information).

Prior to the release of the deferred income tax valuation allowance in the third quarter of 2015, the Company recorded approximately $465 million of valuation allowance adjustments in AOCI. Subsequent to the release of the deferred income tax valuation allowance in 2015, the $465 million debit remained within AOCI, of which $180 million related to losses on fuel hedges designated for hedge accounting and $285 million related to pension and other postretirement liabilities. Accounting rules required the adjustments to remain in AOCI as long as the Company had fuel derivatives designated for cash flow hedge accounting and the Company continues to provide pension and postretirement benefits. In 2016, the Company settled all of its fuel hedges and has not entered into any new fuel derivative contracts for hedge accounting. Accordingly, the Company reclassified the $180 million to income tax expense in 2016.

Pension and
Other
Postretirement
Liabilities
Investments and OtherDeferred Taxes (a)
 
 
Total
Balance at December 31, 2020$(1,102)$$(39)$(1,139)
Change in value239 (2)(53)184 
Amounts reclassified to earnings16 (b)— (3)13 
Balance at December 31, 2021(847)— (95)(942)
Change in value1,474 (35)(321)1,118 
Amounts reclassified to earnings(1)(b)— — (1)
Balance at December 31, 2022626 (35)(416)175 
Change in value(199)31 38 (130)
Amounts reclassified to earnings(138)(b)— 31 (107)
Balance at December 31, 2023$289 $(4)$(347)$(62)
(a)Includes approximately $285 million of deferred income tax expense that will not be recognized in net income until the related pension and postretirement benefit obligations are fully extinguished. We consider all income sources, including other comprehensive income, in determining the amount of tax benefit allocated to results from operations.
(b)This AOCI component is included in the computation of net periodic pension and other postretirement costs, specifically the following components: amortization of unrecognized (gain) loss, amortization of prior service credit and other. See Note 7 of this report for additional information on pensions and other postretirement liabilities.

NOTE 76 - INCOME TAXES

The income tax provision (benefit) differed from amounts computed at the statutory federal income tax rate and consisted of the following significant components as follows (in millions):

UAL

 2017  2016  2015 

Income tax provision at statutory rate

  $1,050    $1,337    $1,477  

State income taxes, net of federal income tax benefit

  29    38    38  

Foreign tax rate differential

  (43)   —    —  

Foreign income taxes

         

Nondeductible employee meals

  17    16    15  

Impact of Tax Act

  (192)   —    —  

Income tax adjustment from AOCI

  —    180    —  

State rate change

  12    (12)   —  

Valuation allowance

  (16)   20    (4,662) 

Other, net

     (26)    
 

 

 

  

 

 

  

 

 

 
  $868    $1,556    $(3,121) 
 

 

 

  

 

 

  

 

 

 

Current

  $(77)   $(92)   $56  

Deferred

  945    1,648    (3,177) 
 

 

 

  

 

 

  

 

 

 
  $868    $1,556    $(3,121) 
 

 

 

  

 

 

  

 

 

 

United

 2017  2016  2015 

Income tax provision at statutory rate

  $1,051    $1,338    $1,477  

State income taxes, net of federal income tax

  29    38    38  

Foreign tax rate differential

  (43)   —    —  

Foreign income taxes

         

Nondeductible employee meals

  17    16    15  

Impact of Tax Act

  (209)   —    —  

Income tax adjustment from AOCI

  —    180    —  

State rate change

  12    (12)   —  

Valuation allowance

  (16)   20    (4,621) 

Other, net

     (25)    
 

 

 

  

 

 

  

 

 

 
  $852    $1,558    $(3,080) 
 

 

 

  

 

 

  

 

 

 

Current

  $(77)   $(92)   $56  

Deferred

  929    1,650    (3,136) 
 

 

 

  

 

 

  

 

 

 
  $852    $1,558    $(3,080) 
 

 

 

  

 

 

  

 

 

 

The Company’s effective tax rate for the year ended December 31, 2017 differed from the federal statutory rate of 35% primarily because of the provisionalone-time income tax benefit of $192 million as a result of the enactment of the Tax Act. This provisional benefit is the result of the remeasurement of deferred tax assets and liabilities, partially offset by a write-down of the employee benefit deferred tax asset for futurenon-deductible compensation, and aone-time transition tax on foreign earnings and profits. The Company’s effective tax rate for the year ended December 31, 2016 differed from the federal statutory rate of

35% primarily because of thenon-cash income tax expense of $180 million that was related to losses on fuel derivatives designated for hedge accounting. Subsequent to the release of the valuation allowance in 2015, this deferred income tax expense of $180 million remained in AOCI until all fuel derivatives were settled in December 2016.

Total income tax expense in 2017 includes the provisionalone-time transition tax of $19 million on previously deferred foreign earnings. The undistributed cumulative earnings of foreign subsidiaries contributing to theone-time transition tax were $122 million. The Company expects to repatriate these earnings in 2018.

As of December 31, 2017, we had not completed our analysis of all aspects of the Tax Act. However, we have made a provisional estimate for its effect on our existing deferred tax balances and theone-time transition tax. We remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%. We are still analyzing certain aspects of the Tax Act and refining our calculations, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts.

202320222021
Income tax provision (benefit) at statutory rate$711 $208 $(537)
State income tax provision (benefit), net of federal income tax benefit46 13 (34)
Nondeductible employee meals15 12 
Nondeductible transportation fringe benefit13 10 
Valuation allowance(21)(10)(38)
Other, net20 
Income tax expense (benefit)$769 $253 $(593)
Current$13 $$(10)
Deferred756 248 (583)
Income tax expense (benefit)$769 $253 $(593)

Temporary differences and carryforwards that give rise to deferred tax assets and liabilities at December 31, 20172023 and 20162022 were as follows (in millions):

  UAL  United 
  2017  2016  2017  2016 

Deferred income tax asset (liability):

    

Federal and state net operating loss (“NOL”) carryforwards

  $601    $1,613    $574    $1,571  

Deferred revenue

  1,069    2,096    1,069    2,096  

Employee benefits, including pension, postretirement and medical

  1,051    1,662    1,051    1,662  

Alternative minimum tax credit carryforwards

  —    116    —    116  

Other

  351    523    351    522  

Less: Valuation allowance

  (63)   (68)   (63)   (68) 
 

 

 

  

 

 

  

 

 

  

 

 

 

Total deferred tax assets

  $   3,009    $5,942    $2,982    $5,899  
 

 

 

  

 

 

  

 

 

  

 

 

 

Depreciation

  $(2,431)   $(3,961)   $(2,431)   $(3,961) 

Intangibles

  (803)   (1,326)   (803)   (1,326) 
 

 

 

  

 

 

  

 

 

  

 

 

 

Total deferred tax liabilities

  $(3,234)   $(5,287)   $(3,234)   $(5,287) 
 

 

 

  

 

 

  

 

 

  

 

 

 

Net deferred tax asset (liability)

  $(225)   $655    $(252)   $612  
 

 

 

  

 

 

  

 

 

  

 

 

 

76

 UALUnited
2023202220232022
Deferred income tax asset (liability):
Federal and state net operating loss ("NOL") carryforwards$2,644 $2,932 $2,616 $2,903 
Deferred revenue1,845 1,783 1,845 1,783 
Employee benefits, including pension, postretirement and medical695 606 695 606 
Operating lease liabilities1,134 1,118 1,134 1,118 
Other financial liabilities414 141 414 141 
Interest expense carryforward579 510 579 510 
Other575 576 575 576 
Less: Valuation allowance(179)(199)(179)(199)
Total deferred tax assets$7,707 $7,467 $7,679 $7,438 
Depreciation$(6,782)$(5,844)$(6,782)$(5,844)
Operating lease right-of-use asset(887)(881)(887)(881)
Intangibles(632)(651)(632)(651)
Total deferred tax liabilities$(8,301)$(7,376)$(8,301)$(7,376)
Net deferred tax asset (liability)$(594)$91 $(622)$62 

United and its domestic consolidated subsidiaries file a consolidated federal income tax return with UAL. Under an intercompany tax allocation policy, United and its subsidiaries compute, record and pay UAL for their own tax liabilityliabilities as if they were separate companies filing separate returns. In determining their own tax liabilities, United and each of its subsidiaries take into account all tax credits or benefits generated and utilized as separate companies and they are each compensated for the aforementioned tax benefits only if they would be able to use those benefits on a separate companyan annual basis.

The Company’sCompany's federal and state NOL and tax credit carryforwards relate to current and prior years’years' NOLs and credits, which may be used to reduce tax liabilities in future years. These tax benefits are mostly attributable to federalpre-tax NOL carryforwards of $2.4$12.0 billion ($2.5 billion tax effected) for UAL. If not utilized these federalpre-tax NOLs will expire as follows (in billions): $0.2 in 2026, $0.52029 and $0.2 in 2028 and $1.7 thereafter. In addition, for UAL the majority2033. The remaining $11.6 billion of tax benefits of the stateNOLs has no expiration date. State pre-tax NOLs of $49 million, net$3.4 billion ($0.2 billion tax effected) expire over a 1 to 20-year period. Federal tax credits of a valuation allowance of $52$50 million will expire over a 1 to 20-year period and state tax credits of $56 million will expire over a 1 to 15-year period.
As of December 31, 2023, the Company has recorded $150 million of valuation allowance against its capital loss deferred tax assets. Capital losses have a limited carryforward period of five years, and they can be utilized only to20-year period.

the extent of capital gains. The Company periodically assesses whether itdoes not anticipate generating sufficient capital gains to utilize the losses before they expire, therefore, a valuation allowance is more likely than not that it will generate sufficient taxable income to realize its deferred income tax assets. The Company establishes valuation allowances if it is not more

likely than not that it will realize its deferred income tax assets. In making this determination,necessary as of December 31, 2023. Additionally, the Company considers all available positive and negative evidence and makes certain assumptions. The Company considers, among other things, projected future taxable income, scheduled reversals of deferred tax liabilities, the overall business environment, the Company’s historical financial results and tax planning strategies. In evaluating the likelihood of utilizing the Company’s net deferred income tax assets, the significant factors that the Company considers include (1) the Company’s recent history and forecasted profitability; (2) growth in the U.S. and global economies; and (3) the future impact of taxable temporary differences. In 2015, the Company concluded that its deferred income tax assets were more likely than not to be realized and released almost all of its valuation allowance in 2015, resulting in a $3.1 billion benefit in its provision for income taxes.

The Company hasrecorded a valuation allowance of $63$29 million foron certain state and local NOLs and credit carryforwards. The Company expects these NOLs and credits will expire unuseddeferred tax assets primarily due to limited carryforward periods. The ability to utilize these state NOLs and credits will be evaluated on a quarterly basis to determine if there are any significant events or any prudent and feasible tax planning strategies that would affect the Company’s ability to realize these deferred tax assets.

have short expiration periods.

The Company’sCompany's unrecognized tax benefits related to uncertain tax positions were $21$66 million, $74$58 million and $24$55 million at December 31, 2017, 20162023, 2022 and 2015,2021, respectively. Included inAll of the ending balance at December 31, 2017 is $21 million thatuncertain tax positions would affect the Company’sCompany's effective tax rate if recognized. The changes in unrecognized tax benefits relating to settlements with taxing authorities, unrecognized tax benefits as a result of tax positions taken during a prior period and unrecognized tax benefits relating from a lapse of the statute of limitations were immaterial during 2017, 20162023, 2022 and 2015.2021. The Company does not expect significant increases or decreases in their unrecognized tax benefits within the next 12 months.

There are no material amounts included in the balance at December 31, 20172023 for tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

The Company’sCompany's federal income tax returns for tax years after 20012002 remain subject to examination by the Internal Revenue Service (“IRS”(the "IRS") and state taxing jurisdictions. Currently, there are no ongoing examinations of the Company’s prior year tax returns being conducted by the IRS.

NOTE 87 - PENSION, POSTRETIREMENT AND OTHER POSTRETIREMENTEMPLOYEE BENEFIT PLANS

The following summarizes the significant pension and other postretirement plans of United:

77

Pension Plans

Plans.United maintains two primary defined benefit pension plans, one covering certain pilot employees and another covering certain U.S.non-pilot employees. Each of these plans provide benefits based on a combination of years of benefit accruals service and an employee’semployee's final average compensation. Additional benefit accruals are frozen under the plan covering certain pilot employees and for management and administrative employees.employees covered under the non-pilot plan. Benefit accruals for certainnon-pilot employees continue. United maintains additional defined benefit pension plans, which cover certain international employees.

Other Postretirement Plans

Plans.United maintains postretirement medical programs which provide medical benefits to certain retirees and eligible dependents, as well as life insurance benefits to certain retirees participating in the plan. Benefits provided are subject to applicable contributions,co-payments, deductibles and other limits as described in the specific plan documentation.

In 2021, the Company offered several voluntary leave programs and voluntary separation programs ("Voluntary Programs") to certain eligible employees, which in some cases included a partially-paid leave of absence with active health benefits and travel privileges. Under these Voluntary Programs, employees generally separated from employment with certain post-employment health benefits and travel privileges. Included in the Voluntary Programs offered during the first quarter of 2021, the Company offered special separation benefits in the form of additional subsidies for retiree medical costs for certain U.S.-based front-line employees. The subsidies were in the form of a one-time contribution to a notional retiree health account of $125,000 for full-time employees and $75,000 for part-time employees. As a result, the Company recorded $31 million for those additional benefits in 2021.
Actuarial assumption changes are reflected as a component of the net actuarial gains/(losses) during 2017 and 2016. These amounts(gain) loss. The 2023 actuarial losses were mainly related to a decrease in the discount rate applied at December 31, 2023 compared to December 31, 2022. Actuarial (gains) losses will be amortized over the average remaining service life of the covered active employees or the average life expectancyemployees.
78

The following table setstables set forth the reconciliation of the beginning and ending balances of the benefit obligation and plan assets, the funded status and the amounts recognized in these financial statements for the defined benefit and other postretirement plans (in millions):

   Pension Benefits 
   Year Ended
December 31, 2017
   Year Ended
December 31, 2016
 

Accumulated benefit obligation:

   $4,739     $4,158  
  

 

 

   

 

 

 
    

Change in projected benefit obligation:

    

Projected benefit obligation at beginning of year

   $5,253     $4,473  

Service cost

   195     112  

Interest cost

   220     200  

Actuarial loss

   525     738  

Gross benefits paid and settlements

   (366)    (243) 

Other

   25     (27) 
  

 

 

   

 

 

 

Projected benefit obligation at end of year

   $5,852     $5,253  
  

 

 

   

 

 

 

Change in plan assets:

    

Fair value of plan assets at beginning of year

   $3,355     $2,975  

Actual return on plan assets

   510     230  

Employer contributions

   419     421  

Gross benefits paid and settlements

   (366)    (243) 

Other

   14     (28) 
  

 

 

   

 

 

 

Fair value of plan assets at end of year

   $3,932     $3,355  
  

 

 

   

 

 

 

Funded status—Net amount recognized

   $(1,920)    $(1,898) 
  

 

 

   

 

 

 

   Pension Benefits 
   December 31, 2017   December 31, 2016 

Amounts recognized in the consolidated balance sheets consist of:

    

Noncurrent asset

   $    $ 

Current liability

   (8)    (8) 

Noncurrent liability

   (1,921)    (1,892) 
  

 

 

   

 

 

 

Total liability

   $(1,920)    $(1,898) 
  

 

 

   

 

 

 

Amounts recognized in accumulated other comprehensive loss consist of:

    

Net actuarial loss

   $(1,610)    $(1,482) 

Prior service cost

   (1)    (1) 
  

 

 

   

 

 

 

Total accumulated other comprehensive loss

   $(1,611)    $(1,483) 
  

 

 

   

 

 

 

   Other Postretirement Benefits 
   Year Ended
December 31, 2017
   Year Ended
December 31, 2016
 

Change in benefit obligation:

    

Benefit obligation at beginning of year

   $1,687     $2,002  

Service cost

   13     19  

Interest cost

   66     86  

Plan participants’ contributions

   68     69  

Benefits paid

   (178)    (191) 

Actuarial loss (gain)

   40     (165) 

Plan amendments

   —     (138) 

Other

   14      
  

 

 

   

 

 

 

Benefit obligation at end of year

   $1,710     $1,687  
  

 

 

   

 

 

 

Change in plan assets:

    

Fair value of plan assets at beginning of year

   $55     $56  

Actual return on plan assets

        

Employer contributions

   108     119  

Plan participants’ contributions

   68     69  

Benefits paid

   (178)    (191) 
  

 

 

   

 

 

 

Fair value of plan assets at end of year

   54     55  
  

 

 

   

 

 

 

Funded status—Net amount recognized

   $(1,656)    $(1,632) 
  

 

 

   

 

 

 

Pension BenefitsPension Benefits
Year Ended December 31, 2023Year Ended December 31, 2023Year Ended December 31, 2022
Accumulated benefit obligation:
Change in projected benefit obligation:
Change in projected benefit obligation:
Change in projected benefit obligation:
Projected benefit obligation at beginning of year
Projected benefit obligation at beginning of year
Projected benefit obligation at beginning of year
Service cost
Interest cost
Actuarial (gain) loss
Benefits paid
Other
Projected benefit obligation at end of year
Change in plan assets:
Change in plan assets:
Change in plan assets:
Fair value of plan assets at beginning of year
Fair value of plan assets at beginning of year
Fair value of plan assets at beginning of year
Actual income (loss) on plan assets
Employer contributions
Benefits paid
Other
Fair value of plan assets at end of year
Funded status—Net amount recognized
 Other Postretirement Benefits 
Pension Benefits
 December 31, 2017 December 31, 2016 
Pension Benefits
Pension Benefits
December 31, 2023December 31, 2023December 31, 2022

Amounts recognized in the consolidated balance sheets consist of:

  
Noncurrent asset
Noncurrent asset
Noncurrent asset

Current liability

  $(54)   $(51) 

Noncurrent liability

 (1,602)  (1,581) 
 

 

  

 

 

Total liability

  $(1,656)   $(1,632) 
 

 

  

 

 

Amounts recognized in accumulated other comprehensive income consist of:

  

Net actuarial gain

  $301    $384  

Prior service credit

 208   245  
 

 

  

 

 

Total accumulated other comprehensive income

  $509    $629  
 

 

  

 

 
Amounts recognized in accumulated other comprehensive income (loss) consist of:
Amounts recognized in accumulated other comprehensive income (loss) consist of:
Amounts recognized in accumulated other comprehensive income (loss) consist of:
Net actuarial loss
Net actuarial loss
Net actuarial loss
Prior service cost
Total accumulated other comprehensive loss
79

Other Postretirement Benefits
Year Ended December 31, 2023Year Ended December 31, 2022
Change in benefit obligation:
Benefit obligation at beginning of year$788 $1,129 
Service cost
Interest cost42 30 
Plan participants' contributions67 69 
Benefits paid(177)(179)
Actuarial (gain) loss22 (270)
Benefit obligation at end of year$746 $788 
Change in plan assets:
Fair value of plan assets at beginning of year$48 $49 
Actual return on plan assets
Employer contributions107 108
Plan participants' contributions67 69 
Benefits paid(177)(179)
Fair value of plan assets at end of year46 48 
Funded status—Net amount recognized$(700)$(740)
Other Postretirement Benefits
December 31, 2023December 31, 2022
Amounts recognized in the consolidated balance sheets consist of:
Current liability$(63)$(69)
Noncurrent liability(637)(671)
Total liability$(700)$(740)
Amounts recognized in accumulated other comprehensive income (loss) consist of:
Net actuarial gain$309 $369 
Prior service credit222 335 
Total accumulated other comprehensive income$531 $704 
The following information relates to all pension plans with an accumulated benefit obligation and a projected benefit obligation in excess of plan assets at December 31 (in millions):

       2017           2016     

Projected benefit obligation

   $5,637     $5,025  

Accumulated benefit obligation

   4,567     3,985  

Fair value of plan assets

   3,709     3,164  

20232022
Projected benefit obligation$4,407 $4,045 
Accumulated benefit obligation3,767 3,461 
Fair value of plan assets3,435 3,287 

80

Net periodic benefit cost (credit) for the years ended December 31 included the following components (in millions):

   2017   2016   2015 
   Pension
Benefits
   Other
Postretirement
Benefits
   Pension
Benefits
   Other
Postretirement
Benefits
   Pension
Benefits
   Other
Postretirement
Benefits
 

Service cost

   $195     $13     $112     $19     $124     $21  

Interest cost

   220     66     200     86     200     82  

Expected return on plan assets

   (243)    (2)    (216)    (2)    (194)    (2) 

Curtailment gain

   —     —     —     (107)    —     —  
Amortization of unrecognized actuarial (gain) loss   128     (33)    76     (19)    85     (22) 
Amortization of prior service credits   —     (37)    —      (31)    —     (32) 

Other

       —         —         —  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net periodic benefit cost (credit)

   $305     $    $177     $(54)    $219     $47  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See Note 14 of this report for additional information related to the curtailment gain

202320222021
Pension BenefitsOther Postretirement BenefitsPension BenefitsOther Postretirement BenefitsPension BenefitsOther Postretirement Benefits
Service cost$124 $$204 $$239 $10 
Interest cost217 42 188 30 184 25 
Expected return on plan assets(251)(1)(306)(1)(283)(1)
Amortization of unrecognized actuarial (gain) loss(38)120 (14)170 (28)
Amortization of prior service credits(112)— (112)— (123)
Special termination benefits - Voluntary Programs— — — — — 31 
Curtailment— — — — (8)— 
Other— — — 
Net periodic benefit cost (credit)$102 $(105)$211 $(88)$307 $(86)
Service cost is recorded in 2016.

The estimated amounts that will be amortized in 2018 outSalaries and related costs on the statement of accumulatedconsolidated operations. All other comprehensive income (loss) intocomponents of net periodic benefit costs are recorded in Miscellaneous, net on the statement of consolidated operations.

The Company's expected Net periodic benefit cost are(credit) for 2024 is as follows (in millions):

   Pension
Benefits
   Other
Postretirement
Benefits
 

Actuarial (gain) loss

  $132   $(32) 

Prior service (credit) cost

   —     (37) 

Pension BenefitsOther Postretirement Benefits
Net periodic benefit cost (credit)$108 $(78)
The assumptions used for the benefit plans were as follows:

 

      Pension Benefits     

Assumptions used to determine benefit obligations

      2017           2016     

Discount rate

  3.65%   4.18% 

Rate of compensation increase

  3.89%   3.54% 
  

Assumptions used to determine net expense

  

Discount rate

  4.19%   4.58% 

Expected return on plan assets

  7.02%   7.04% 

Rate of compensation increase

  3.54%   3.53% 

  Other Postretirement Benefits 
Pension BenefitsPension Benefits

Assumptions used to determine benefit obligations

      2017           2016     Assumptions used to determine benefit obligations20232022

Discount rate

   3.63%    4.07% Discount rate5.04 %5.20 %
Rate of compensation increaseRate of compensation increase3.84 %3.83 %
    

Assumptions used to determine net expense

    
Assumptions used to determine net expense
Assumptions used to determine net expense
Discount rate
Discount rate

Discount rate

   4.07%    4.49% 5.20 %2.90 %

Expected return on plan assets

   3.00%    3.00% Expected return on plan assets7.53 %7.16 %

Health care cost trend rate assumed for next year

   6.25%    6.50% 

Rate to which the cost trend rate is assumed to decline (ultimate trend rate in 2023)

   5.00%    5.00% 
Rate of compensation increaseRate of compensation increase3.83 %3.83 %
Other Postretirement Benefits
Assumptions used to determine benefit obligations20232022
Discount rate5.43 %5.66 %
Assumptions used to determine net expense
Discount rate5.66 %2.82 %
Expected return on plan assets3.00 %3.00 %
Health care cost trend rate assumed for next year7.00 %5.60 %
Rate to which the cost trend rate is assumed to decline (ultimate trend rate in 2033)4.50 %4.50 %
The Company used the Society of Actuaries’ 2014 mortality tables, modified to reflectActuaries' PRI-2012 Private Retirement Plans Mortality Tables projected generationally using the Social Security Administration Trustee’s Report on current projections regarding expected longevity improvements.

Society of Actuaries' MP-2021 projection scale.

The Company selected the 20172023 discount rate for substantially all of its plans by using a hypothetical portfolio of high qualityhigh-quality bonds at December 31, 2017,2023 that would provide the necessary cash flows to match projected benefit payments.

81

We develop our expected long-term rate of return assumption for our defined benefit plans based on historical experience and by evaluating input from the trustee managing the plans’plans' assets.Our expected long-term rate of return on plan assets for these plans is based on a target allocation of assets, which is based on our goal of earning the highest rate of return while maintaining risk at acceptable levels. The plans strive to have assets sufficiently diversified so that adverse or unexpected results from one security class will not have an unduly detrimental impact on the entire portfolio. Plan fiduciaries regularly review our actual asset allocation and the pension plans’plans' investments are periodically rebalanced to our targeted allocation when considered appropriate. United’sUnited's plan assets are allocated within the following guidelines:

Percent of Total

Expected Long-Term


Rate of Return

Equity securities25-73%%

EquityFixed-income securities

 14-53       27-42    %       9.5    %

Fixed-income securities

Alternatives
3-27       30-40              5.5       

Alternatives

       10-25              7.3       

Other

         0-10              7.3       

One-hundred percent of other postretirement plan assets are invested in a deposit administration fund.

Assumed health care cost trend rates have a significant effect on the amounts reported for the other postretirement plans. A 1% change in the assumed health care trend rate for the Company would have the following additional effects (in millions):

   1% Increase   1% Decrease 

Effect on total service and interest cost for the year ended December 31, 2017

   $11     $(8) 

Effect on postretirement benefit obligation at December 31, 2017

   170     (149) 

A one percentage point decrease in the weighted average discount rate would increase the Company’s postretirement benefit liability by approximately $185 million and increase the estimated 2017 benefits expense by approximately $8 million.

The table below shows the impacts of a change in certain assumptions on the 2024 net periodic benefit cost and the benefit obligations at December 31, 2023 (in millions):
Pension BenefitsOther Postretirement Benefits
Impact on Benefit Obligation at December 31, 2023
100 basis points decrease in the weighted average discount rate$858 $48 
Impact on 2024 Net Periodic Benefit Cost
100 basis points decrease in the weighted average discount rate (a)$96 $— 
100 basis points decrease in the expected long-term rate of return on plan assets35 — 
(a) In general, as discount rates increase, the impact of changes in discount rates decreases. Therefore, these sensitivities cannot be extrapolated for larger increases or decreases in the discount rate. In addition, benefit cost is affected by other factors including, but not limited to, investment performance, contributions, demographic experience and other assumption changes.

Fair Value Information. Accounting standards require us to use valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows:

Level 1

Unadjusted quoted prices in active markets for assets or liabilities identical to those to be reported at fair value

Level 2

Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities or market-corroborated inputs

Level 3

Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants would price the assets or liabilities


Assets and liabilities measured at fair value are based on the valuation techniques identified in the tables below. The valuation techniques are as follows:


(a)Market approach.Prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities; and


(b)Income approach. Techniques to convert future amounts to a single current value based on market expectations (including present value techniques, option-pricing and excess earnings models).


82

The following tables present information about United’sUnited's pension and other postretirement plan assets at December 31 (in millions):

  2017     2016 
Pension Plan Assets: Total  Level 1  Level 2  Level 3  Assets
Measured
at NAV(a)
     Total  Level 1  Level 2  Level 3  Assets
Measured
at NAV(a)
 

Equity securities funds

 $1,406  $269  $133  $  $1,004    $1,173  $230  $111  $  $832 

Fixed-income securities

  1,470      834   18   618     1,298      824   11   463 

Alternatives

  637         139   498     586         134   452 

Other investments

  419   32   124   172   91     298   47   68   87   96 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

    

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

 $3,932  $301  $1,091  $329  $2,211    $3,355  $277  $1,003  $232  $1,843 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

    

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
Other Postretirement Benefit Plan Assets:            
Deposit administration fund $54  $  $  $54  $    $55  $  $  $55  $ 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

    

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

20232022
Pension Plan Assets:TotalLevel 1Level 2Level 3Assets Measured at NAV(a)TotalLevel 1Level 2Level 3Assets Measured at NAV(a)
Equity securities funds$1,265 $74 $$134 $1,054 $1,183 $58 $26 $114 $985 
Fixed-income securities1,325 — 411 911 1,316 — 527 784 
Alternatives779 — — 136 643 887 — — 161 726 
Other investments230 13 87 127 81 16 54 
Total$3,599 $87 $501 $276 $2,735 $3,467 $64 $569 $285 $2,549 
Other Postretirement Benefit Plan Assets:
Deposit administration fund$46 $— $— $46 $— $48 $— $— $48 $— 
(a) In accordance with the relevant accounting standards, certain investments that are measured at fair value using the net asset value (“NAV”("NAV") per share (or its equivalent) have not been classified in the fair value hierarchy. These investments are commingled funds that invest in equity securities and fixed-income instruments including bonds, debt securities, and other similar instruments issued by various U.S. andnon-U.S. public- or private-sector entities. Redemption periods for these investments range from daily to annually.

semiannually.

Equity and Fixed-Income.Equities include investments in both developed market and emerging market equity securities. Fixed-income includes primarily U.S. andnon-U.S. government fixed-income securities and U.S. andnon-U.Snon-U.S. corporate fixed-income securities, as well as securitized debt securities.

Deposit Administration Fund.This investment is a stable value investment product structured to provide investment income.

Alternatives.Alternative investments consist primarily of investments in hedge funds, real estate and private equity interests.

Other investments.Other investments consist of primarily cash equivalents, as well as insurance contracts and other funds.

contracts.

The following table presents reconciliation of United’s definedUnited's benefit plan assets measured at fair value using unobservable inputs (Level 3) for the years ended December 31, 20172023 and 2016 is as follows2022 (in millions):

   2017   2016 

Balance at beginning of year

   $  287     $  208   

Actual return on plan assets:

    

Sold during the year

       4   

Held at year end

   16     3   

Purchases, sales, issuances and settlements (net)

   73     72   
  

 

 

   

 

 

 

Balance at end of year

   $  383     $  287   
  

 

 

   

 

 

 

20232022
Balance at beginning of year$333 $435 
Actual income (loss) on plan assets:
Sold during the year(50)34 
Held at year end55 (39)
Purchases, sales, issuances and settlements (net)(16)(97)
Balance at end of year$322 $333 
Funding requirements fortax-qualified defined benefit pension plans are determined by government regulations. United’s contributions reflected above have satisfied itsThe Company does not expect any minimum required contributions through the 2017 calendar year. In 2018, employer anticipatedfor 2024 for its tax-qualified defined benefit pension plans. The Company expects to make approximately $104 million in contributions to all of United’s pension andits other postretirement benefit plans are at least $420 million and approximately $109 million, respectively.

in 2024.

The estimated future benefit payments, net of expected participant contributions, in United’sUnited's pension plans and other postretirement benefit plans for the next ten years, as of December 31, 20172023, are as follows (in millions):

       Pension       Other
    Postretirement    
    Other Postretirement— 
subsidy receipts
 

2018

   $305      $113      $6   

2019

   326      118      6   

2020

   331      121      6   

2021

   357      124      7   

2022

   369      126      7   

Years 2023 – 2027

   1,912      646      43   

PensionOther Postretirement
2024$268 $112 
2025301 100 
2026323 88 
2027348 80 
2028373 74 
Years 2029 – 20331,896 274 

83

Defined Contribution Plans

Plans. United offers several defined contribution plans to its employees. Depending upon the employee group, employer contributions consist of matching contributions and/ornon-elective employer contributions. United’sUnited's employer contribution percentages to its primary 401(k) defined contribution plans vary from 1% to 16% of eligible earnings depending on the terms of each plan. United recorded contributions toexpenses for its primary 401(k) defined contribution plans of $656$960 million, $592$756 million and $522$651 million in the years ended December 31, 2017, 20162023, 2022 and 2015,2021, respectively.

Multi-Employer Plans

United’sPlans.United's participation in the IAM National Pension Plan (“("IAM Plan”Plan") for the annual period ended December 31, 20172023 is outlined in the table below. There have been no significant changes that affect the comparability of 2017 and 2016 contributions. The risks of participating in these multi-employer plans are different from single-employer plans, as United may be subject to additional risks that others do not meet their obligations, which in certain circumstances could revert to United. The IAM Plan reported $414$533 million in employers’employers' contributions for the year ended December 31, 2016.2022. For 2016,2022, the Company’sCompany's contributions to the IAM Plan represented more than 5% of total contributions to the IAM Plan.

The 2023 information is not available as the applicable Form 5500 is not final for the plan year.

Pension Fund

IAM National Pension Fund ("IAM Fund")

EIN/ Pension Plan Number

51-6031295 - 002

Pension Protection Act Zone Status (2017(2023 and 2016)

2022)
Green Zone. PlansCritical (2023 and 2022). A plan is in "critical" status if the green zone are at least 80 percent funded.funded percentage is less than 65 percent. On April 17, 2019, the IAM National Pension Fund Board of Trustees voluntarily elected for the IAM Fund to be in critical status effective for the plan year beginning January 1, 2019 to strengthen the IAM Fund's financial health. The IAM Fund's funded percentage was 87.1% as of January 1, 2022.

FIP/RP Status Pending/Implemented

NoA 10-year Rehabilitation Plan effective, January 1, 2022, was adopted on April 17, 2019 that requires the Company to make an additional contribution of 2.5% of the hourly contribution rate, compounded annually for the length of the Rehabilitation Plan, effective June 1, 2019.

United’sUnited's Contributions

$5087 million, $41$75 million and $40$58 million in the years ended December 31, 2017, 20162023, 2022 and 2015, respectively2021, respectively.

Surcharge Imposed

No

Expiration Date of Collective Bargaining Agreement

N/A

At the date the Consolidated Financial Statements were issued, Forms 5500 were not available for the plan year ending in 2017.

Profit Sharing

Sharing. Substantially all employees participate in profit sharing based on a percentage ofpre-tax earnings, excluding special or non-recurring charges, profit sharing expense and share-based compensation. Profit sharing percentages range from 5% to 20% depending on the work group, and in some cases profit sharing percentages vary above and below certainpre-tax margin thresholds. As part of the new collective bargaining agreement with the Air Line Pilots Association ("ALPA"), the thresholds were lowered retroactive to January 1, 2023 for the pilot work group. Eligible U.S.co-workers in each participating work group receive a profit sharing payout using a formula based on the ratio of each qualifiedco-worker’s co-worker's annual eligible earnings to the eligible earnings of all qualifiedco-workers in all domestic work groups. Eligiblenon-U.S.co-workers non-U.S. co-workers receive profit sharing based on the calculation under the U.S. profit sharing plan for management and administrative employees. The Company recorded profit sharing and related payroll tax expense of $349 million, $628$681 million and $698$133 million in 2017, 20162023 and 2015,2022, respectively. As a result of the pre-tax loss in 2021, no profit sharing was recorded. Profit sharing expense is recorded as a component of Salaries and related costs in the Company’sCompany's statements of consolidated operations.

NOTE 98 - FAIR VALUE MEASUREMENTS, INVESTMENTS AND INVESTMENTS

NOTES RECEIVABLE

Fair Value Information. Accounting standards require us to use valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are described in Note 87 of this report. The table below presents disclosures about the fair value of financial assets and liabilities measured at fair value on a recurring basis in the Company’sCompany's financial statements as of December 31 (in millions):

   2017   2016 
   Total   Level 1   Level 2   Level 3   Total   Level 1   Level 2   Level 3 

Cash and cash equivalents

   $    1,482     $    1,482     $—     $—     $    2,179     $    2,179     $—     $—  

Short-term investments:

                

Corporate debt

   958     —     958     —     835     —     835     —  

Asset-backed securities

   753     —     753     —     792     —     792     —  

Certificates of deposit placed through an account registry service (“CDARS”)

   120     —     120     —     246     —     246     —  

U.S. government and agency notes

   113     —     113     —     140     —     140     —  

Other fixed-income securities

   188     —     188     —     54     —     54     —  

Other investments measured at NAV

   184     —     —     —     182     —     —     —  

Restricted cash

   109     109     —     —     124     124     —     —  

Long-term investments:

                

Equity securities

   99     99     —     —     —     —     —     —  

Enhanced equipment trust certificates (“EETC”)

   22     —     —     22     23     —     —     23  

Available-for-sale investment maturities—The short-term investments shown in the table above are classified asavailable-for-sale. As

84

20232022
TotalLevel 1Level 2Level 3TotalLevel 1Level 2Level 3
Cash and cash equivalents$6,058 $6,058 $— $— $7,166 $7,166 $— $— 
Restricted cash - current (Note 1)31 31 — — 45 45 — — 
Restricted cash - non-current (Note 1)245 245 — — 210 210 — — 
Short-term investments:
U.S. government and agency notes8,257 — 8,257 — 8,914 — 8,914 — 
Asset-backed securities— — — — 325 — 325  
Certificates of deposit placed through an account registry service ("CDARS")73 — 73 — — — — — 
Corporate debt— — — — — — 
Long-term investments:
Equity securities177 177 — — 189 189 — — 

Investments presented in the table above have the same fair value as their carrying value.
Short-term investmentsThe short-term investments shown in the table above are classified as available-for-sale and have remaining maturities of approximately 15 months or less.
Long-term investments: Equity securities — Represents equity and equity-linked securities (such as vested warrants) that make up United's investments in Azul Linhas Aéreas Brasileiras S.A., Archer Aviation Inc., Eve Holding, Inc., Mesa Air Group, Inc. ("Mesa") and Clear Secure, Inc.
Other fair value information - The table below presents the carrying values and estimated fair values of financial instruments not presented in the tables above as of December 31 (in millions):

  Fair Value of Debt by Fair Value Hierarchy Level 
  2017  2016 
  Carrying
Amount
  Fair Value  Carrying
Amount
  Fair Value 
     Total  Level 1  Level 2  Level 3     Total  Level 1  Level 2  Level 3 

Long-term debt

  $  13,268   $  13,787   $—    $  10,115   $  3,672   $  10,767   $  11,055   $—    $  8,184   $  2,871 

. Carrying amounts include any related discounts, premiums and issuance costs:

20232022
Carrying AmountFair ValueCarrying AmountFair Value
TotalLevel 1Level 2Level 3TotalLevel 1Level 2Level 3
Long-term debt$29,075 $28,302 $— $22,543 $5,759 $31,194 $29,371 $— $23,990 $5,381 
Fair value of the financial instruments included in the tables above was determined as follows:

Description

Fair Value Methodology

Cash and cash equivalents and
Restricted cash (current and non-current)
The carrying amounts of these assets approximate fair value because of the short-term maturity of these assets.value.
Short-term and Long-term investments

Short-term investments,

Equity securities, EETC and Restricted cash

Fair value is based on (a) the trading prices of the investment or similar
instruments (b) an income approach, which uses valuation techniques to convert future amounts into a single present amount based on current market expectations about those future amounts when observable trading prices are not available, or (c)(b) broker quotes obtained by third-party valuation services.
Other investments measured at NAVIn accordance with the relevant accounting standards, certain investments that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in the table above are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statement of financial position. The investments measured using NAV are shares of mutual funds that invest in fixed-income instruments including bonds, debt securities, and other similar instruments issued by various U.S. andnon-U.S. public- or private-sector entities. The Company can redeem its shares at any time at NAV subject to athree-day settlement period.
Long-term debtFair values were based on either market prices or the discounted amount of future cash flows using our current incremental rate of borrowing for similar liabilities.liabilities or assets.

Equity Method Investments. As of December 31, 2023, United holds investments, accounted for using the equity method, with a combined carrying value of approximately $230 million. Significant equity method investments are described below:

CommuteAir LLC. United owns a 40% minority ownership stake in CommuteAir LLC. CommuteAir currently operates 53 regional aircraft under a CPA that has a term through 2026.
Republic Airways Holdings Inc. United holds a 19% minority interest in Republic Airways Holdings Inc., which is the parent company of Republic Airways Inc. ("Republic"). Republic currently operates 66 regional aircraft under CPAs that have terms through 2035.
United Airlines Ventures Sustainable Flight Fund (the "Fund"). During the first quarter of 2023, United launched, through its corporate venture capital arm, United Airlines Ventures, the Fund, an investment vehicle designed to support start-ups focused on decarbonizing air travel by accelerating the research, production and technologies
85

associated with sustainable aviation fuel. As of December 31, 2023, the Company indirectly holds a 38% ownership interest in the Fund.
Other Investments. United has equity investments in Abra Group Limited, a multinational airline holding company, JetSuiteX, Inc., an independent air carrier doing business as JSX, as well as a number of companies with emerging technologies and sustainable solutions. None of these investments have readily determinable fair values. We account for these investments at cost less impairment, adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer. As of December 31, 2023, the carrying value of these investments was $401 million.
Notes Receivable. As of December 31, 2023, the Company has $103 million of notes receivable, net of allowance for credit losses, the majority of which is from certain of its regional carriers. The current portions of the notes receivable are recorded in Receivables, less allowance for credit losses and the long-term portions are recorded in Investments in affiliates and other, less allowance for credit losses on the Company's consolidated balance sheet.
NOTE 109 - DEBT

(In millions)

  At December 31, 
   2017   2016 

Secured

    
Notes payable, fixed interest rates of 2.88% to 9.52% (weighted average rate of 4.39% as of December 31, 2017), payable through 2028   $8,661     $7,586  
Notes payable, floating interest rates of the London interbank offered rate (“LIBOR”) plus 0.2% to 2.25%, payable through 2028   1,880     1,546  
Term loan, LIBOR plus 2.00%, or alternative rate based on certain market rates plus 1.00%, due 2024   1,489     —  
Term loan, LIBOR subject to a 0.75% floor, plus 2.50%, or alternative rate based on certain market rates plus 1.50%, due 2019   —     866  
Term loan, LIBOR subject to a 0.75% floor, plus 2.75%, or alternative rate based on certain market rates plus 1.75%, due 2021   —     192  
Unsecured    
6.375% Senior Notes due 2018 (a)   300     300  
6% Senior Notes due 2020 (a)   300     300  
4.25% Senior Notes due 2022 (a)   400     —  
5% Senior Notes due 2024 (a)   300     —  
Other   101     101  
  

 

 

   

 

 

 
    13,431      10,891  
  

 

 

   

 

 

 

Less: unamortized debt discount, premiums and debt issuance costs

   (163)    (124) 

Less: current portion of long-term debt

   (1,565)    (849) 
  

 

 

   

 

 

 
Long-term debt, net   $    11,703     $    9,918  
  

 

 

   

 

 

 

(a) UAL is the issuer of this debt. United is a guarantor.

(In millions)Maturity DatesInterest Rate(s) at December 31, 2023At December 31,
20232022
Aircraft notes (a)202420362.70 %7.35 %$12,508 $12,262 
MileagePlus Senior Secured Notes20276.50 %2,660 3,420 
MileagePlus Term Loan Facility (b)
202710.77 %2,100 2,700 
2026 and 2029 Notes202620294.38 %4.63 %4,000 4,000 
2021 Term Loans (b)
20289.22 %3,870 4,913 
Unsecured
Notes202420254.88 %5.00 %596 596 
PSP Notes (c)203020311.00 %3,181 3,181 
Other unsecured debt202420290.00 %5.75 %437 508 
29,352 31,580 
Less: unamortized debt discount, premiums and debt issuance costs(277)(386)
Less: current portion of long-term debt(4,018)(2,911)
Long-term debt, net$25,057 $28,283 
(a)Financing includes variable rate debt based on the Secured Overnight Financing Rate ("SOFR") (or another index rate), generally subject to a floor, plus a specified margin of 0.49% to 2.25%.
(b)Financing includes variable rate debt based on SOFR (or another index rate), subject to a floor, plus a specified margin of 3.75% to 5.25%.
(c)The PSP Notes include $1.5 billion of indebtedness evidenced by a 10-year senior unsecured promissory note with Treasury provided under the PSP of the CARES Act ("PSP1"), $0.9 billion of indebtedness evidenced by a 10-year senior unsecured promissory note issued to Treasury pursuant to Payroll Support Program Extension Agreements under the CARES Act ("PSP2") and $0.8 billion of indebtedness evidenced by a 10-year senior unsecured promissory note issued to Treasury pursuant to the Payroll Support Program established under Section 7301 of the American Rescue Plan Act of 2021 ("PSP3"). These PSP Notes have a rate of 1.00% in years 1 through 5, and a rate of the SOFR plus 2.00% in years 6 through 10.
The table below presents the Company’sCompany's contractual principal payments (not including debt discount or debt issuance costs) at December 31, 20172023 under then-outstanding long-term debt agreements in each of the next five calendar years (in millions):

2018

   $1,565  

2019

   1,165  

2020

   1,170  

2021

   1,157  

2022

   1,492  

After 2022

   6,882  
  

 

 

 
   $    13,431  
  

 

 

 

Secured debt

2017 Credit
2024$4,018 
20253,452 
20265,245 
20272,475 
20285,306 
After 20288,856 
$29,352 


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Equipment Notes. On June 20, 2023, the Company and Guaranty Agreement. On March 29, 2017, UnitedWilmington Trust, National Association, as subordination agent and UAL, as borrower and guarantor, respectively,pass through trustee (the "Trustee") under a certain pass through trust newly formed by the Company, entered into an Amended and Restated Credit and Guaranty Agreement (as amended by the First Amendment to the Amended and Restated Credit and GuarantyNote Purchase Agreement, dated as of November 15, 2017, the “November 2017 Amendment,” and as so amended, the “2017 Credit Agreement”June 20, 2023 (the "Note Purchase Agreement"). The 2017 CreditNote Purchase Agreement consistsprovides for the issuance by the Company of a $1.5 billion term loan due April 1, 2024, which was used to retire the entire principal balance of the term loans under the credit and guaranty agreement, dated March 27, 2013 (as amended, the “2013 Credit Agreement”equipment notes (the "Equipment Notes"), and increased the term loan balance by approximately $440 million. The 2017 Credit Agreement

also includes a $2.0 billion revolving credit facility available for drawing until April 1, 2022, which increased the available capacity under the revolving credit facility by $650 million as compared to that in the 2013 Credit Agreement. The primary purposeaggregate principal amount of $1.3 billion to finance 39 Boeing aircraft delivered new to the November 2017 Amendment wasCompany from August 2022 to reduceMay 2023. Pursuant to the interest rate on borrowingsNote Purchase Agreement, the Trustee purchased Equipment Notes issued under a trust indenture and mortgage (each, an "Indenture" and, collectively, the "Indentures") with respect to each aircraft entered into by 0.25%. The obligationsthe Company and Wilmington Trust, National Association, as mortgagee. Each Indenture provides for the issuance of United under the amended 2017 Credit Agreement are secured by liens on certain international route authorities, certaintake-off and landing rights and related assets of United.

Borrowings under the 2017 Credit Agreement bearEquipment Notes in a single series, Series A, bearing interest at a variablethe rate equal to LIBOR plus a margin of 2.00% per annum, or another rate based on certain market interest rates, plus a margin of 1.00%5.80% per annum. The principal amount ofEquipment Notes were purchased by the term loan must be repaid in consecutive quarterly installments of 0.25% ofTrustee, using the original principal amount thereof, commencing on June 30, 2017, with any unpaid balance due on April 1, 2024. United may prepay all or a portion of the loan from time to time, at par plus accrued and unpaid interest. United pays a commitment fee equal to 0.75% per annum on the undrawn amount available under the revolving credit facility.

As of December 31, 2017, United had its entire capacity of $2.0 billion available under the revolving credit facility of the Company’s 2017 Credit Agreement.

As of December 31, 2017, United had cash collateralized $75 million of letters of credit. United also had $362 million of surety bonds securing various obligations at December 31, 2017. Most of the letters of credit have evergreen clauses and are expected to be renewed on an annual basis. The surety bonds have expiration dates through 2021.

EETCs. As of December 31, 2017, United had $8.6 billion principal amount of equipment notes outstanding issued under EETC financings included in notes payable in the table of outstanding debt above. Generally, the structure of these EETC financings consists of pass-through trusts created by United to issue pass-through certificates, which represent fractional undivided interests in the respective pass-through trusts and are not obligations of United. The proceeds of the issuance of the pass-through certificates are used to purchase equipment notes which are issued by United and secured by its aircraft. The payment obligations under the equipment notes are those of United. Proceeds received from the sale of pass-through certificates are initially heldPass Through Certificates, Series 2023-1A, issued by a depositary in escrow forpass through trust newly-formed by the benefitCompany to facilitate the financing of the certificate holders until United issues equipmentaircraft. The interest on the Equipment Notes is payable semi-annually on each January 15 and July 15, beginning on January 15, 2024. The principal payments on the Equipment Notes are scheduled on January 15 and July 15 of each year, beginning on July 15, 2024. The final payments on the Equipment Notes will be due on January 15, 2036. These Equipment Notes are reflected as part of Aircraft notes in the table above.

In addition to the trust, which purchases such notes with a portion of the escrowed funds. These escrowed funds are not guaranteed by United and are not reported as debt on United’s consolidated balance sheet because the proceeds held by the depositary are not United’s assets.

In February 2018, November 2017, September 2016 and June 2016, United created separate EETC pass-through trusts, each of which issued pass-through certificates. The proceeds of the issuance of the pass-through certificates are used to purchase equipment notes issued by United and secured by its aircraft. The Company records the debt obligation upon issuance of the equipment notes rather than upon the initial issuance of the pass-through certificates. Certain details of the pass-through trusts with proceeds received from issuance of debt in 2017 are as follows (in millions, except stated interest rate):

EETC Date

 Class Principal  Final expected
distribution
date
 Stated
interest
rate
  Total debt
recorded
 as of December 31, 
2017
  Proceeds
received from
issuance of
debt during
2017
  Remaining
proceeds from
issuance of debt
to be received
in future
periods
 

February 2018

 AA  $677   March 2030  3.50%   $—    $—    $677  

February 2018

 A  258   March 2030  3.70%   —    —    258  

November 2017

 B  258   January 2026  3.65%   258    258    —  

November 2017

 B  236   October 2025  3.65%   236    236    —  

September 2016

 AA  637   October 2028  2.875%   637    557    —  

September 2016

 A  283   October 2028  3.10%   283    247    —  

June 2016

 AA  729   July 2028  3.10%   729    319    —  

June 2016

 A  324   July 2028  3.45%   324    142    —  
  

 

 

    

 

 

  

 

 

  

 

 

 
   $3,402      $2,467    $1,759    $935  
  

 

 

    

 

 

  

 

 

  

 

 

 

In 2017,Equipment Notes described above, United borrowed approximately $497 million$0.4 billion aggregate principal amountamounts from various financial institutions to finance the purchase of several aircraft delivered in 2017.aircraft. The notes evidencing these borrowings, which are secured by the related aircraft, mature in 20272035 and have variable interest rates comprisedranging from 7.31% to 7.35% at December 31, 2023.

In 2023, United prepaid $1.0 billion of the LIBOR plus a specified margin.

Unsecured debt

4.25% Senior Notes due 2022.In September 2017, UAL issued $400 million aggregateoutstanding principal amount under the 2021 Term Loan Facility (as defined below). See Note 13 for information related to charges recorded as a result of 4.25% Senior Notes due October 1, 2022this prepayment.

In 2021, United entered into a new Term Loan Credit and Guaranty Agreement (the “4.25% Senior Notes due 2022”"2021 Term Loan Facility"). These notes are fully and unconditionally guaranteed and recorded by United on its balance sheet as debt. The indenture for the 4.25% Senior Notes due 2022 requires UAL initially providing term loans (the "2021 Term Loans") up to offer to repurchase the notes for cash if certain changes of control of UAL occur at a purchase price equal to 101% of the principalan aggregate amount of notes repurchased plus accrued$5.0 billion and unpaid interest.

5% Senior Notes due 2024.In January 2017, UAL issued $300 million aggregate principal amounta new Revolving Credit and Guaranty Agreement (the "2021 Revolving Credit Facility" and, together with the 2021 Term Loan Facility, the "2021 Loan Facilities") initially providing revolving loan commitments of 5% Senior Notes due February 1, 2024 (the “5% Senior Notes due 2024”). These notes are fully and unconditionally guaranteed and recorded by United on its balance sheet as debt. The indenture for the 5% Senior Notes due 2024 requires UALup to offer to repurchase the notes for cash if certain changes of control of UAL occur at a purchase price equal to 101% of the principal amount of notes repurchased plus accrued and unpaid interest.

$1.75 billion. As of December 31, 2017, UAL2023, we had $1.75 billion undrawn and available under our revolving credit facility. On February 15, 2024, the Company entered into an Amended and Restated Revolving Credit and Guaranty Agreement (the "Revolving Credit Facility") amending its 2021 Revolving Credit Facility increasing the borrowing capacity by $1.115 billion, which may be drawn upon until February 15, 2029, in the case of any Revolving Loans (as defined in the Revolving Credit Facility) made by the Extending Lenders (as defined in the Revolving Credit Facility), and April 21, 2025, in the case of any Revolving Loans made by the 2024 Non-Extending Lenders (as defined in the Revolving Credit Facility). The revolving loan commitments of the Extending Lenders equal $2.7 billion and the revolving loan commitments of the 2024 Non-Extending Lenders equal $165 million. The Revolving Loans, if any, will bear interest at a variable rate equal to Term SOFR (as defined in the Revolving Credit Facility), generally subject to a floor, plus a credit adjustment spread described in the Revolving Credit Facility, or, at United's election, another rate based on certain market interest rates, also generally subject to a floor, in each case plus a variable margin ranging from 3.00% to 3.50%, in the case of Term SOFR loans, and 2.00% to 2.50%, in the case of loans at other market rates.

On February 22, 2024, the Company also entered into Amendment No. 2 to Term Loan Credit and Guaranty Agreement (as amended, the "Term Loan Facility" and, together with the Revolving Credit Facility, the "Loan Facilities") and (i) used available cash in an amount equal to $1.37 billion to partially prepay the term loans under the 2021 Term Loans and (ii) borrowed the entire term loan commitment available under the Term Loan Facility in an amount equal to $2.5 billion and used the proceeds of such terms loans (the "Term Loans") to prepay in full the remaining outstanding principal balance under the Existing Term Loan Facility. The Term Loans will bear interest at a variable rate equal to Term SOFR (subject to a floor of 0.0%); or, at United's election, another rate based on certain market interest rates (subject to a floor of 1.0%), in each case plus a margin of 2.75%, in the case of Term SOFR loans, and 1.75%, in the case of loans at other market rates. The remaining balance of the Term Loans will be due and payable on its maturity date on February 22, 2031.
The Loan Facilities are secured on a senior basis by continuing security interests granted by United wereto the Collateral Trustee for the benefit of the lenders under the Loan Facilities, among other parties, on the following (the "Collateral"), subject to certain exclusions: (i) all of United's route authorities granted by the U.S. Department of Transportation to operate scheduled service between any international airport located in the United States and any international airport located in any country other than the United States (except Cuba), (ii) United's rights to substantially all of its landing and take-off slots at foreign and domestic airports, including at John F. Kennedy International Airport, LaGuardia Airport and Ronald Reagan Washington National Airport, and (iii) United's rights to use or occupy space at airport terminals, each to the extent necessary at the relevant time for servicing scheduled air carrier service authorized by an applicable route authority. The Collateral securing the Loan Facilities also presently secures on a senior basis the 2026 and 2029 Notes.
87

Our debt agreements contain customary terms and conditions as well as various affirmative, negative and financial covenants that, among other things, restrict the ability of the Company and its subsidiaries to incur additional indebtedness and pay dividends or repurchase stock. As of December 31, 2023, the Company was in compliance with their respectiveits debt covenants. The collateral, covenants and cross default provisions of the Company’sCompany's principal debt instruments that contain such provisions are summarized in the table below:

88

Debt InstrumentCollateral, Covenants and Cross Default Provisions

Various equipmentAircraft notes and other notes payable

Secured by certain aircraft.aircraft, spare engines and spare parts. The indentures contain events of default that are customary for aircraft financing,financings, including in certain cases cross default to other related aircraft.

Credit Agreement

2021 Loan Facilities

Secured on a senior basis by certainsecurity interests granted by the Company to the collateral trustee for the benefit of United’s internationalthe lenders under the 2021 Loan Facilities, among other parties, on the following: (i) all of the Company's route authorities specifiedtake-offgranted by the U.S. Department of Transportation to operate scheduled service between any international airport located in the United States and any international airport located in any country other than the United States (except Cuba), (ii) the Company's rights to substantially all of its landing and take-off slots at foreign and domestic airports, including at John F. Kennedy International Airport, LaGuardia Airport and Ronald Reagan Washington National Airport (subject to certain airportsexclusions), and (iii) the Company's rights to use or occupy space at airport terminals, each to the extent necessary at the relevant time for servicing scheduled air carrier service authorized by an applicable route authority.
The 2021 Loan Facilities contain negative covenants that, among other things, limit our ability under certain circumstances to create liens on the collateral, make certain dividends, conduct stock repurchases, make certain restricted investments and other restricted payments, and consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets.

The 2017 Credit Agreement requires2021 Loan Facilities also contain financial covenants that require the Company to maintain at least $2.0 billion of unrestricted liquidity at all times, which includes unrestricted cash, short-term investments and any undrawn amounts under any revolving credit facility, and to maintain a minimum ratio of appraised value of collateral to the outstanding obligationsdebt secured by such collateral (including under the 2017 Credit Agreement2021 Loan Facilities) of 1.6 to 1.0, tested semi-annually.

The 2021 Loan Facilities contain events of default customary for similar financings, including a cross-payment default and cross-acceleration to other material indebtedness.
2026 and 2029 Notes
The 2026 and 2029 Notes are secured on a senior basis by security interests granted by the Company to the collateral trustee for the benefit of the holders of the 2026 and 2029 Notes, among other parties, on the following: (i) all of the Company's route authorities granted by the U.S. Department of Transportation to operate scheduled service between any international airport located in the United States and any international airport located in any country other than the United States (except Cuba), (ii) the Company's rights to substantially all of its landing and take-off slots at all times. foreign and domestic airports, including at John F. Kennedy International Airport, LaGuardia Airport and Ronald Reagan Washington National Airport (subject to certain exclusions), and (iii) the Company's rights to use or occupy space at airport terminals, each to the extent necessary at the relevant time for servicing scheduled air carrier service authorized by an applicable route authority.
The 2017 Credit Agreementindenture for these 2026 and 2029 Notes contains covenants that, among other things, restrictlimit our ability under certain circumstances to create liens on the abilitycollateral, make certain dividends, stock repurchases, restricted investments and other restricted payments, and consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets. The indenture also contains a financial covenant that requires UAL and its restricted subsidiaries (as defined in the 2017 Credit Agreement) to incur additional indebtedness and to pay dividends on or repurchase stock, althoughspecial interest in an additional amount equal to 2.0% per year of the Company currently has ample ability under these restrictionsprincipal amount of the 2026 and 2029 Notes for so long as it is unable to repurchase stock underdemonstrate that it maintains a minimum ratio of appraised value of collateral to the Company’s share repurchase program.

outstanding debt secured by such collateral (including the 2026 and 2029 Notes) of 1.6 to 1.0, tested semi-annually.

The 2017 Credit Agreementindenture contains events of default customary for this type of financing,similar financings, including a crosscross-payment default and cross acceleration provisioncross-acceleration to other material indebtedness.
MileagePlus Senior Secured Notes and MileagePlus Term Loan FacilitySecured by first-priority security interests in substantially all of the assets of the Issuers, other than excluded property and subject to certain other materialpermitted liens, including security interests in specified cash accounts that include the accounts into which MileagePlus revenues are or will be paid by the Company's marketing partners and by the Company.
PSP Notes
The PSP Notes represent senior unsecured indebtedness of UAL. The PSP Notes are guaranteed by United. If any subsidiary of UAL (other than United) becomes, or is required to become, an obligor on unsecured indebtedness of UAL or any of its subsidiaries with a principal balance in excess of a specified amount, then such subsidiary shall be required to guarantee the Company.

obligations of the Company under the PSP Notes.
Pursuant to the PSP Agreements, the Company and its affiliates will be required to comply with certain provisions including, among others, audit and reporting requirements and provisions restricting the payment of certain executive compensation until April 1, 2023.

6.375% Senior Notes due 2018

6% Senior Notes due 2020

4.25% Senior Notes due 2022

5% Senior Notes due 2024

Unsecured notesThe indentures for these notes contain covenants that, among other things, restrict the ability of the Company and its restricted subsidiaries (as defined in the indentures) to incur additional indebtedness and paymake certain dividends, on or repurchase stock although the Company currently has ample ability under these restrictions to repurchase stock under the Company’s share repurchase program.repurchases, restricted investments and other restricted payments.
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NOTE 1110 - LEASES AND CAPACITY PURCHASE AGREEMENTS

United leases aircraft, airport passenger terminal space, aircraft hangars and related maintenance facilities, cargo terminals, other airport facilities, other commercial real estate, office and computer equipment and vehicles.

vehicles, among other items. Certain of these leases include provisions for variable lease payments which are based on several factors, including, but not limited to, relative leased square footage, available seat miles, enplaned passengers, passenger facility charges, terminal equipment usage fees, departures, and airports' annual operating budgets. Due to the variable nature of the rates, these leases are not recorded on our balance sheet as a right-of-use asset and lease liability.

AtFor leases with terms greater than 12 months, we record the related right-of-use asset and lease liability at the present value of fixed lease payments over the lease term. To the extent a lease agreement includes an extension option that is reasonably certain to be exercised, we have recognized those amounts as part of our right-of-use assets and lease liabilities. Leases with an initial term of 12 months or less with purchase options or extension options that are not reasonably certain to be exercised are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the term of the lease. We combine lease and non-lease components, such as common area maintenance costs, in calculating the right-of-use assets and lease liabilities for all asset groups except for our CPAs, which contain embedded leases for regional aircraft. In addition to the lease component cost for regional aircraft, our CPAs also include non-lease components primarily related to the regional carriers' operating costs incurred in providing regional aircraft services. We allocate consideration for the lease components and non-lease components of each CPA based on their relative standalone values.

Lease Cost. The Company's lease cost for the years ended December 31 2017, United’s scheduled future minimum lease payments under operatingincluded the following components (in millions):
202320222021
Operating lease cost$925 $941 $958 
Variable and short-term lease cost3,028 2,603 2,291 
Amortization of finance lease assets52 72 89 
Interest on finance lease liabilities20 13 16 
Sublease income(39)(33)(26)
Total lease cost$3,986 $3,596 $3,328 
Lease terms and commitments. United's leases having initial or remaining noncancelable lease terms of more than one year,include aircraft leases includingfor aircraft rentthat are directly leased by United and aircraft that are operated by regional carriers on United's behalf under CPAs (but excluding aircraft owned by United) and capitalnon-aircraft leases. Aircraft operating leases (substantially all of which are for aircraft) were as follows (in millions):

   Capital Leases (a)   Facility and Other
Operating Leases
   Aircraft Operating
Leases
 

  2018

   $200     $1,234     $1,038  

  2019

   133     1,075     855  

  2020

   113     1,169     628  

  2021

   110     935     510  

  2022

   105     797     388  

  After 2022

   1,156     6,109     1,513  
  

 

 

   

 

 

   

 

 

 

  Minimum lease payments

   $1,817     $11,319     $4,932  
    

 

 

   

 

 

 

Imputed interest

   (693)     
  

 

 

     

Present value of minimum lease payments

   1,124      

Current portion

   (128)     
  

 

 

     

Long-term obligations under capital leases

   $996      
  

 

 

     

(a) Includes airport construction projects managed by United in which United has construction risk, including project cost overruns. The Company recorded an asset for project costs and a related liability equal to project costs funded by parties other than United. As of December 31, 2017, United had an asset balance of $814 million recorded in operating property and equipment and $777 million recorded in current and long-term obligations under capital leases for these airport construction projects.

As of December 31, 2017, United’s aircraft capital lease minimum payments relate to leases of 3170 mainline and 43275 regional aircraft as well aswhile finance leases relate to leases of nonaircraft assets. Imputed interest rate ranges are 3.5% to 20.8%.

Aircraft operating22 mainline and 13 regional aircraft. United's aircraft leases have initialremaining lease terms of five1 month to 2612 years with expiration dates ranging from 20182024 through 2029.2035. Under the terms of most aircraft leases, United has the right to purchase the aircraft at the end of the lease term, in some cases at fair market value, and in others, at fair market value or a percentage of cost.

During 2015, the Company reached an agreement with AerCap Holdings N.V., a major aircraft leasing company, to lease used Airbus S.A.S (“Airbus”) A319s. Eleven aircraft have been delivered since the inception of this agreement, and seven more aircraft are expected to be delivered between 2019 and 2020.

In addition, United also has options for seven more A31942 leases of Boeing 737 MAX and Boeing 787 aircraft subjectunder various sale-leaseback transactions. These transactions did not qualify as a sale under Accounting Standards Codification Topic 606, Revenue from Contracts with Customers ("ASC Topic 606"),and, as such, the associated aircraft remain on the Company's consolidated balance sheet as part of Flight equipment. The related obligations are recorded in Current maturities of other financial liabilities and Other financial liabilities.
Non-aircraft leases have remaining lease terms of 1 month to certain conditions.

United is29 years.

90

The table below summarizes the lessee of real propertyCompany's scheduled future minimum lease payments under long-term operating and finance leases, at a number of airports where we are alsorecorded on the guarantor of approximately $1.4 billion of underlying debt and interest thereonbalance sheet, as of December 31, 2017.2023 (in millions):
Operating LeasesFinance Leases
2024$813 $183 
2025726 60 
2026706 19 
2027885 
2028685 
After 20282,942 
Minimum lease payments6,757 284 
Imputed interest(1,678)(21)
Present value of minimum lease payments5,079 263 
Less: current maturities of lease obligations(576)(172)
Long-term lease obligations$4,503 $91 
As of December 31, 2023, we have additional leases of approximately $1.6 billion for several regional aircraft under CPAs, mainline aircraft, airport facility and office space leases, none of which had commenced as of such date. These leases are typicallywill commence between 2024 and 2026 with municipalities or other governmental entities, which are excluded from the consolidation requirements concerning a variable interest entity (“VIE”). To the extent United’s leases and related guarantees are with a separate legal entity other than a governmental entity, United is not the primary beneficiary because the lease terms are consistent with market termsof up to 12 years.
The table below presents the Company's contractual payments at the inceptionDecember 31, 2023 under then-outstanding sale and leaseback agreements, for transactions that did not qualify as a sale under ASC Topic 606, in each of the next five calendar years (in millions):
Other Financial Liabilities
2024$178 
2025178 
2026178 
2027472 
2028147 
After 20282,090 
3,243 
Imputed interest(921)
Current maturities of other financial liabilities(57)
Other financial liabilities$2,265 
Our lease andagreements do not provide a readily determinable implicit rate nor is it available to us from our lessors. Instead, we estimate United's incremental borrowing rate based on information available at lease commencement in order to discount lease payments to present value. The table below presents additional information related to our leases as of December 31:
20232022
Weighted-average remaining lease term - operating leases10 years10 years
Weighted-average remaining lease term - finance leases2 years3 years
Weighted-average remaining lease term - other financial liabilities10 years9 years
Weighted-average discount rate - operating leases5.8 %5.5 %
Weighted-average discount rate - finance leases6.3 %6.4 %
Weighted-average interest rate - other financial liabilities5.3 %6.0 %


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The table below presents supplemental cash flow information related to leases during the lease does not include a residual value guarantee, fixed-price purchase option, or similar feature. United has facility operating leases that extend to 2054.

United’s nonaircraft rent expense was approximately $1.3 billion, $1.2 billion and $1.3 billion for the yearsyear ended December 31 2017, 2016 and 2015, respectively.

In addition to nonaircraft rent and aircraft rent, which is separately presented in the consolidated statements of operations, United had aircraft rent related to regional aircraft operating leases, which is included as part of (in millions):

202320222021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases$874 $919 $977 
Operating cash flows for finance leases21 13 18 
Financing cash flows for finance leases311 124 216 
Regional capacity purchase expense in United’s consolidated statement of operations, of $458 million, $439 million and $461 million for the years ended December 31, 2017, 2016 and 2015, respectively.

In connection with UAL Corporation’s and United Air Lines, Inc.’s (predecessors to UAL and United) fresh-start reporting requirements upon their exit from Chapter 11 bankruptcy protection in 2006 and the Company’s

acquisition accounting adjustments related to the Company’s merger transaction in 2010, lease valuation adjustments for operating leases were initially recorded in the consolidated balance sheet, representing the net present value of the differences between contractual lease rates and the fair market lease rates for similar leased assets at the time. An asset (liability) results when the contractual lease rates are more (less) favorable than market lease terms at the valuation date. The lease valuation adjustment is amortized on a straight-line basis as an increase (decrease) to rent expense over the individual applicable remaining lease terms, resulting in recognition of rent expense as if United had entered into the leases at market rates. The related remaining lease terms, primarily related to aircraft which make up the majority of the fair value lease adjustment balance, are one to seven years for United. The lease valuation adjustments are classified within other noncurrent liabilities and the net accretion amounts are $79 million, $82 million and $107 million for the years ended December 31, 2017, 2016 and 2015, respectively.

Regional CPAs

CPAs. United has contractual relationships with various regional carriers to provide regional aircraft service branded as United Express. Under these CPAs, the Company pays the regional carriers contractually agreed fees (carrier costs) for operating these flights plus a variable reimbursement (incentive payment for operational performance)rate adjustment based on agreed performance metrics, subject to annual inflation adjustments. The fees for carrier costs are based on specific rates for various operating expenses of the regional carriers, such as crew expenses, maintenance and aircraft ownership, some of which are multiplied by specific operating statistics (e.g., block hours, departures), while others areas well as fixed monthly amounts. Under these CPAs, the Company is also responsible for all fuel costs incurred, as well as landing fees and other costs, which are either passed through by the regional carrier to the Company without any markup or directly incurred by the Company. United’sIn some cases, the Company owns some or all of the aircraft subject to the CPA and leases such aircraft to the regional carrier. United's CPAs are for 518413 regional aircraft as of December 31, 2017,2023, and the CPAs have terms expiring through 2029.2035. Aircraft operated under CPAs include aircraft leased directly from the regional carriers and those owned by United or leased from third-party lessors and operated by the regional carriers. See Part I, Item 2,2. Properties, of this report for additional information.

In 2017, United entered into a five-year CPA with Air Wisconsin Airlines for regional service under the United Express brand to operate up to 65 CRJ200 aircraft. In addition, United extended the term of its existing CPA with ExpressJet Airlines to operate up to approximately 125 aircraft through December 31, 2022. In January 2018, United removed all Bombardier Q200 turboprop aircraft and Embraer ERJ 135 aircraft from service.

United holds a minority equity interest in two of its regional carriers, Champlain Enterprises, Inc. and Republic Airways Holdings, Inc. The contracts with these related parties are executed in the ordinary course of business.

United recorded approximately $538 million, $486 million$1.1 billion, $0.9 billion and $366 million$0.6 billion in expenses related to its capacity purchase agreementsCPAs with theseits regional carriers in which United is a minority shareholder, for the years ended December 31, 2017, 20162023, 2022 and 2015,2021, respectively. United had prepaid balances and notes receivables with combined carrying values of $84 million and $62 million with these companies, as of December 31, 2023 and 2022, respectively. There were approximately $24$122 million and $32$118 million in accounts payableof liabilities due to these companies as of December 31, 20172023 and December 31, 2016,2022, respectively. ThereThe CPAs with these related parties were no material accounts receivable due from these companies asexecuted in the ordinary course of December 31, 2017business.
In 2023, United amended several of its CPAs with certain of its regional carriers to increase the contractually agreed fees (carrier costs) paid to those carriers and December 31, 2016.

to add additional aircraft that will replace existing aircraft near the end of their contractual terms. Separately, the Company terminated its CPA and related regional flight operations with Air Wisconsin in June 2023.

Our future commitments under our CPAs are dependent on numerous variables, and are, therefore, difficult to predict. The most important of these variables is the number of scheduled block hours. Although we are not required to purchase a minimum number of block hours under certain of our CPAs, we have set forth below estimates of our future payments under the CPAs based on our assumptions. United’sThe actual amounts we pay to our regional operators under CPAs could differ materially from these estimates. United's estimates of its future payments under all of the CPAs do not include the portion of the underlying obligation for any aircraft leased to a regional carrier or deemed to be leased from other regional carriers and facility rent that are disclosed as part of aircraft and nonaircraft operating leases.leases above. For purposes of calculating these estimates, we have assumed (1) the number of block hours flown is based on our anticipated level of flight activity or at any contractual minimum utilization levels if applicable, whichever is higher, (2) that we will reduce the fleet as rapidly as contractually allowed under each CPA, (3) that aircraft utilization, stage length and load factors will remain constant, (4) that each carrier’scarrier's operational performance will remain at recent historic levels and (5) an annual projected inflation rate. These amounts exclude variable pass-through costs such as fuel and landing fees, among others. Based on these

assumptions as of December 31, 2017,2023, our estimated future payments through the end of the terms of our CPAs are presented in the table below (in billions):

2018

   $2.0  

2019

   1.8  

2020

   1.6  

2021

   1.5  

2022

   1.4  

After 2022

   3.2  
  

 

 

 
   $            11.5  
  

 

 

 

The actual amounts we pay to our

2024$2.4 
20252.1 
20262.1 
20271.6 
20281.3 
After 20284.1 
$13.6 
In January 2024, United amended several of its CPAs with certain of its regional operators under CPAs could differ materially from these estimates. For example, a 10% increase or decrease in scheduled block hours for all of United’s regional operators (whether as a result of changes in average daily utilization or otherwise) in 2018 wouldcarriers. These amendments will result in a corresponding change in annual cash obligationsan increase to its future commitments under theits CPAs by approximately $0.6 billion.
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NOTE 1211 - VARIABLE INTEREST ENTITIES

("VIE")

Variable interests are contractual, ownership or other monetary interests in an entity that change with fluctuations in the fair value of the entity’sentity's net assets exclusive of variable interests. A VIE can arise from items such as lease agreements, loan arrangements, guarantees or service contracts. An entity is a VIE if (a) the entity lacks sufficient equity or (b) the entity’sentity's equity holders lack power or the obligation and right as equity holders to absorb the entity’sentity's expected losses or to receive its expected residual returns. Therefore, if the equity owners as a group do not have the power to direct the entity’s activities that most significantly impact its economic performance, the entity is a VIE.

If an entity is determined to be a VIE, the entity must be consolidated by the primary beneficiary. The primary beneficiary is the holder of the variable interests that has the power to direct the activities of a VIE that (i) most significantly impact the VIE’sVIE's economic performance and (ii) has the obligation to absorb losses of or the right to receive benefits from the VIE that could potentially be significant to the VIE. Therefore, the Company must identify which activities most significantly impact the VIE’sVIE's economic performance and determine whether it, or another party, has the power to direct those activities.

The Company’s evaluation of its association with VIEs

Airport Leases. United is described below:

Aircraft Leases. We are the lessee inof real property under long-term operating leases at a number of operatingairports where we are also the guarantor of approximately $1.9 billion of tax-exempt special facilities revenue bonds and interest thereon as of December 31, 2023. These leases coveringare typically with municipalities or other governmental entities, which are excluded from the majority of our leased aircraft. The lessorsconsolidation requirements concerning a VIE. To the extent United's leases and related guarantees are trusts established specifically to purchase, finance and lease aircraft to us. These leasing entities meet the criteria for VIEs. We are generallywith a separate legal entity other than a governmental entity, United is not the primary beneficiary of the leasing entities ifbecause the lease terms are consistent with market terms at the inception of the lease and dothe lease does not include a residual value guarantee, fixed-price purchase option, or similar feature that obligates us to absorb decreases in value or entitles us to participate in increases in the valuefeature. See Note 12 of this report for more information regarding United's guarantee of the aircraft. This is the case for many of our operating leases; however, leases of 38 mainline jet aircraft contain a fixed-price purchase option that allow United to purchase the aircraft at predetermined prices on specified dates during the lease term. Additionally, leases covering 158 leased regional jet aircraft contain an option to purchase the aircraft at the end of the lease term at prices that, depending on market conditions, could be below fair value. United has not consolidated the related trusts because, even taking into consideration these purchase options, United is still not the primary beneficiary. United’s maximum exposure under these leases is the remaining lease payments, which are reflected in future lease commitments in Note 11 of this report.

tax-exempt special facilities revenue bonds.

EETCs. United evaluated whether the pass-through trusts formed for its EETC financings, treated as either debt or aircraft operating leases, are VIEs required to be consolidated by United under applicable accounting guidance, and determined that the pass-through trusts are VIEs. Based on United’sUnited's analysis as described below, United determined that it does not have a variable interest in the pass-through trusts.

The primary risk of the pass-through trusts is credit risk (i.e. the risk that United, the issuer of the equipment notes, may be unable to make its principal and interest payments). The primary purpose of the pass-through trust structure is to enhance the credit worthiness of United’sUnited's debt obligation through certain bankruptcy protection provisions, a liquidity facility (in certain of the EETC structures) and improvedloan-to-value ratios for more senior debt classes. These credit enhancements lower United’sUnited's total borrowing cost. Pass-through trusts are established to receive principal and interest payments on the equipment notes purchased by the pass-through trusts from United and remit these proceeds to the pass-through trusts’trusts' certificate holders.

United does not invest in or obtain a financial interest in the pass-through trusts. Rather, United has an obligation to make interest and principal payments on its equipment notes held by the pass-through trusts. United diddoes not intend to have any voting ornon-voting equity interest in the pass-through trusts or to absorb variability from the pass-through trusts. Based on this analysis, the Company determined that it is not required to consolidate the pass-through trusts.

Mesa. United concluded that Mesa is a VIE as of December 31, 2023. United holds a variable interest in Mesa in the form of an approximately 10% equity interest and several loans to Mesa, but United is not the primary beneficiary because it does not have power to direct the activities that most significantly impact Mesa's economic performance.
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NOTE 1312 - COMMITMENTS AND CONTINGENCIES

Commitments.As of December 31, 2017,2023, United had firm commitments and options to purchase aircraft from The Boeing Company (“Boeing”("Boeing") and Airbus S.A.S. ("Airbus") presented in the table below:

Aircraft Type

Number of Firm
        Commitments (a)        

Airbus A350

45 

Boeing 737 MAX

161 

Boeing777-300ER

Boeing 787

18 
(a) United also has options and purchase rights for additional aircraft.

Contractual Aircraft DeliveriesExpected Aircraft Deliveries (b)
Aircraft TypeNumber of Firm
 Commitments (a)
20242025After 202520242025After 2025
787150 18 124 18 125 
737 MAX 843 43 — — 37 — 
737 MAX 934 34 — — 19 15 — 
737 MAX 10277 80 71 126 — (c)(c)
A321neo126 26 38 62 25 24 77 
A321XLR50 — 42 — 49 
A35045 — — 45 — — 45 
(a)United also has options and purchase rights for additional aircraft.
(b)Expected aircraft deliveries reflect adjustments communicated by Boeing and Airbus or estimated by United.
(c)Due to the delay in the certification of the 737 MAX 10 aircraft, we are unable to accurately forecast the expected delivery period.

The aircraft listed in the table above are scheduled for delivery from 2018 through 2027. In 2018, United expects2033. The amount and timing of the Company's future capital commitments could change to take delivery of 10 Boeing 737 MAX aircraft, seven Boeing 787 aircraft and four Boeing777-300ER aircraft. To the extent that: (i) the Company and the aircraft manufacturers, with whom the Company has existing orders for new aircraft, agree to modify the contracts governing those orders,orders; (ii) rights are exercised pursuant to the amount andrelevant agreements to cancel deliveries or modify the timing of deliveries; or (iii) the Company’s future capital commitments could change. Additionally,aircraft manufacturers are unable to deliver in accordance with the Company has entered into a contract to purchase three used Boeing767-300ER aircraft from Hawaiian Airlines, Inc. with expected delivery dates in the second halfterms of 2018.

those orders.

The table below summarizes United’sUnited's firm commitments as of December 31, 2017,2023, which primarily relate to the acquisition ofinclude aircraft and related spare engines, aircraft improvements and include othernon-aircraft capital purchasecommitments. Aircraft commitments for the years ended December 31 (in billions). Any new firm aircraft orders, including through the exercise of purchase options and purchase rights, will increase the total future capital commitments of the Company.

2018

   $                    3.2  

2019

   2.9  

2020

   2.1  

2021

   2.4  

2022

   1.8  

After 2022

   9.8  
  

 

 

 
   $22.2  
  

 

 

 

In February 2018, the Company secured $935 million of EETC financing to finance certainare based on contractual scheduled aircraft deliveries in 2017without any adjustments communicated by Boeing and the first half of 2018. The Company has also secured backstop financing commitments from certain of its aircraft manufacturers for a limited number of its future aircraft deliveries, subject to certain customary

Airbus or estimated by United.

conditions. Financing may be necessary to satisfy the Company’s capital commitments for its firm order aircraft and other related capital expenditures.

(in billions)
2024$12.1 
20257.9 
20266.0 
20274.5 
20286.1 
After 202823.5 
$60.1 

Legal and Environmental.The Company has certain contingencies resulting from litigation and claims incident to the ordinary course of business. As of December 31, 2017,2023, management believes, after considering a number of factors, including (but not limited to) the information currently available, the views of legal counsel, the nature of contingencies to which the Company is subject and prior experience, that theits defenses and assertions in pending legal proceedings have merit and the ultimate disposition of the litigation and claimsany pending matter will not materially affect the Company’s consolidatedCompany's financial position, or results of operations.operations or cash flows. The Company records liabilities for legal and environmental claims when it is probable that a loss has been incurred and the amount is probable and reasonably estimable. These amounts are recorded based on the Company’sCompany's assessments of the likelihood of their eventual disposition.

During 2022, the Company recorded charges of $94 million as a result of a number of recent decisions that appear to impact the Company's ability to successfully assert, in certain cases, that federal law preempts state and local laws that conflict with union contracts and/or federal requirements.
Guarantees and Indemnifications. In the normal course of business, the Company enters into numerous real estate leasing and aircraft financing arrangements that have various guarantees included in the contracts. These guarantees are primarily in the form of indemnities under which the Company typically indemnifies the lessors and any tax/financing parties against tort liabilities that arise out of or relate to the use, occupancy, operation or maintenance of the leased premises or financed aircraft. Currently, the Company believes that any future payments required under these guarantees or indemnities would be immaterial, as most tort liabilities and related indemnities are covered by insurance (subject to deductibles). Additionally, certain leased premises such as fueling stations or storage facilities real estate leases
94

include indemnities of such parties for any environmental liability that may arise out of or relate to the use of the leased premises.

As of December 31, 2017,2023, United is the guarantor of approximately $1.8$1.9 billion in aggregate principal amount oftax-exempt special facilities revenue bonds and interest thereon. These bonds, issued by various airport municipalities, are payable solely from rentals paid under long-term agreements with the respective governing bodies. The leasing arrangements associated with $1.4 billion of these obligations are accounted for as operating leases recognized on the Company's consolidated balance sheet with the associated expense recorded on a straight-line basis resulting in ratable accrual of the lease obligation over the expected lease term. TheseThe obligations associated with these tax-exempt special facilities revenue bonds are included in our lease commitments disclosed in Note 1110 of this report. The leasing arrangements associated with approximately $441 million of these obligations are accounted for as capital leases. All of these bonds are due between 20192024 and 2038.

2041.

As of December 31, 2023, United is the guarantor of $77 million of aircraft mortgage debt issued by one of United's regional carriers. The aircraft mortgage debt is subject to similar increased cost provisions as described below for the Company's debt, and the Company would potentially be responsible for those costs under the guarantees.
As of December 31, 2023, United had $429 million of surety bonds securing various insurance related obligations with expiration dates through 2027.
Increased Cost Provisions. In United’sUnited's financing transactions that include loans in which United is the borrower, United typically agrees to reimburse lenders for any reduced returns with respect to the loans due to any change in capital requirements and, in the case of loans inwith respect to which the interest rate is based on LIBOR,SOFR, for certain other increased costs that the lenders incur in carrying these loans as a result of any change in law, subject, in most cases, to obligations of the lenders to take certain limited steps to mitigate the requirement for, or the amount of, such increased costs. The Company elected to apply the guidance in Accounting Standards Codification 848, Reference Rate Reform, to contracts and transactions that transitioned from the London Interbank Offered Rate (LIBOR) to SOFR. The application of this guidance did not have any material impact on the Company's financial statements. At December 31, 2017,2023, the Company had $3.4$11.3 billion of floating rate debt and $60 million of fixed rate debt with remaining terms of up to 11approximately 12 years that are subject to these increased cost provisions. In several financing transactions involving loans or leases fromnon-U.S. entities, with remaining terms of up to 11approximately 12 years and an aggregate balance of $3.3$8.1 billion, the Company bears the risk of any change in tax laws that would subject loan or lease payments thereunder tonon-U.S. entities to withholding taxes, subject to customary exclusions.

As of December 31, 2017, United is the guarantor of $157 million of aircraft mortgage debt issued by one of United’s regional carriers. The aircraft mortgage debt is subject to similar increased cost provisions as described above for the Company’s debt, and the Company would potentially be responsible for those costs under the guarantees.

Fuel Consortia.United participates in numerous fuel consortia with other air carriers at major airports to reduce the costs of fuel distribution and storage. Interline agreements govern the rights and responsibilities of the consortia members and provide for the allocation of the overall costs to operate the consortia based on usage. The consortia (and in limited cases, the participating carriers) have entered into long-term agreements to lease certain airport fuel storage and distribution facilities that are typically financed throughtax-exempt bonds (either special facilities lease revenue bonds or general airport revenue bonds), issued by various local municipalities.debt obligations. In

general, each consortium lease agreement requires the consortium to make lease payments in amounts sufficient to pay the maturing principal and interest payments on the bonds.these debt obligations. As of December 31, 2017,2023, approximately $1.5$2.5 billion principal amount of such bonds wereloans was secured by significant fuel facility leases in which United participates, as to which United and each of the signatory airlines has provided indirect guarantees of the debt. As of December 31, 2017,2023, the Company’sCompany's contingent exposure was approximately $244$447 million principal amount of such bondsobligations based on its recent consortia participation. The Company’sCompany's contingent exposure could increase if the participation of other air carriers decreases. The guarantees will expire when thetax-exempt bondsthese obligations are paid in full, which ranges from 20222027 to 2049.2056. The Company didconcluded it was not necessary to record a liability at the timefor these indirect guarantees were made.

guarantees.

Regional Capacity Purchase.As of December 31, 2017,2023, United had 257252 call options to purchase regional jet aircraft being operated by certain of its regional carriers with contract dates extending until 2029.2037. These call options are exercisable upon wrongful termination or breach of contract, among other conditions. None of the call options were exercisable at December 31, 2017.

Credit Card Processing Agreements.The Company has agreements with financial institutions that process customer credit card transactions for the sale of air travel and other services. Under certain of the Company’sCompany's credit card processing agreements, the financial institutions in certain circumstances have the right to require that the Company maintain a reserve equal to a portion of advance ticket sales that has been processed by that financial institution, but for which the Company has not yet provided the air transportation. Such financial institutions may require additional cash or other collateral reserves to be established or additional withholding of payments related to receivables collected if the Company does not maintain certain minimum levels of unrestricted cash, cash equivalents and short-term investments (collectively, “Unrestricted Liquidity”"Unrestricted Liquidity"). The Company’sCompany's current level of Unrestricted Liquidity is substantially in excess of these minimum levels.

Labor Negotiations. As of December 31, 2017,2023, United, including its subsidiaries, had approximately 89,800103,300 employees. Approximately 80%83% of United’sUnited's employees were represented by various U.S. labor organizations as of December 31, 2017. The agreement withorganizations.
In January 2023, the Company's more than 8,000 technicians and related employees represented by the International Brotherhood of Teamsters (the “IBT”ratified an extension to their labor contract with United. The agreement becomes amendable in
95

December 2024. On February 28, 2024, United and the IBT reached a tentative agreement for an extension to their labor contract. The agreement, if ratified, becomes amendable in December 2028. The tentative agreement provides competitive pay increases and improved several work rules.
In May 2023, nearly 30,000 fleet service, passenger service, storekeepers, maintenance instructors and fleet technical instructors and related employees represented by the International Association of Machinists & Aerospace Workers ("IAM") contains provisions that require theratified five agreements with United. The ratified agreements are effective through 2025. The Company to align contract terms with other airlines’ workgroups under certain conditions.

UNITE HERE is attempting to organize United’s Catering Operations employees, who are currently unrepresented, and filed an application to do sorecorded a one-time $48 million expense in conjunction with the National Mediation Board on January 24, 2018.

ratification. On February 23, 2024, United and the IAM ratified agreements covering the security guards in California and central load planners. The ratified agreements are effective through 2025.

In September 2023, the Company's pilots represented by ALPA ratified an agreement with United. The agreement includes numerous work rule changes and pay rate increases during the four-year term. The agreement also included a provision for a one-time $765 million payment upon ratification which was paid by December 31, 2023.

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NOTE 1413 - SPECIAL CHARGES

Special (CREDITS)

For the years ended December 31, operating and nonoperating special charges (credits) and unrealized (gains) losses on investments in the statements of consolidated operations consisted of the following for the years ended December 31 (in millions):

Operating:          2017                   2016                   2015         

Severance and benefit costs

   $                116     $                37     $                107  

Impairment of assets

   25     412     79  

Cleveland airport lease restructuring

   —     74     —  

Labor agreement costs

   —     64     18  
(Gains) losses on sale of assets and other special charges   35     51     122  
  

 

 

   

 

 

   

 

 

 

Total operating special charges

   176     638     326  

Nonoperating:

      
(Gains) losses on extinguishment of debt and other   —     (1)    202  
  

 

 

   

 

 

   

 

 

 
Total operating and nonoperating special charges before income taxes   176     637     528  
Income tax benefit related to special charges   (63)    (229)    (11) 
Income tax adjustments (Notes 6 and 7)   (192)    180     (3,130) 
  

 

 

   

 

 

   

 

 

 

Total operating and nonoperating special charges, net of income taxes and income tax adjustments

   $(79)    $588   �� $(2,613) 
  

 

 

   

 

 

   

 

 

 

2017

Operating:202320222021
Labor contract ratification bonuses$814 $— $— 
CARES Act grant— — (4,021)
Severance and benefit costs— — 438 
Impairment of assets— — 97 
(Gains) losses on sale of assets and other special charges135 140 119 
Total operating special charges (credits)949 140 (3,367)
Nonoperating unrealized (gains) losses on investments, net(27)(20)34 
Nonoperating debt extinguishment and modification fees11 50 
Nonoperating special termination benefits and settlement losses— — 31 
Total nonoperating special charges and unrealized (gains) losses on investments, net(16)(13)115 
Total operating and nonoperating special charges (credits) and unrealized (gains) losses on investments, net933 127 (3,252)
Income tax expense (benefit), net of valuation allowance(214)(33)728 
Total operating and nonoperating special charges (credits) and unrealized (gains) losses on investments, net of income taxes$719 $94 $(2,524)
2023
Labor contract ratification bonuses.During 2017,2023, the Company recorded $83$814 million ($53of expense associated with the agreements with ALPA, IAM and other work groups. See Note 12 for additional information.
(Gains) losses on sale of assets and other special charges. During 2023, the Company recorded $135 million of net charges primarily comprised of taxes)accelerated depreciation related to certain of severancethe Company's assets that will be retired early, reserves for various legal matters, a write-down of flight training equipment that is being sold and other gains and losses on the sale of assets.
Nonoperating unrealized (gains) losses on investments, net. During 2023, the Company recorded gains of $27 million, primarily for the change in the market value of its investments in equity securities.
Nonoperating debt extinguishment and modification fees. During 2023, the Company recorded $11 million of charges primarily related to the prepayment of $1.0 billion of the outstanding principal amount under a 2021 term loan facility.
2022
(Gains) losses on sale of assets and other special charges. During 2022, the Company recorded $140 million of net charges primarily comprised of $94 million for various legal matters and $23 million related to certain contract disputes.
Nonoperating unrealized (gains) losses on investments, net. During 2022, the Company recorded gains of $20 million primarily related to the change in the market value of its investments in equity securities.
Nonoperating debt extinguishment and modification fees. During 2022, the Company recorded $7 million of charges primarily related to the early redemption of $400 million of the outstanding principal amount of its 4.25% senior notes due 2022.
2021
CARES Act grant.During 2021, the Company received approximately $5.8 billion in funding pursuant to the Payroll Support Program agreements under the CARES Act (the "PSP2 and PSP3 Agreements"), which included approximately $1.7 billion aggregate principal amount of unsecured promissory notes. The Company recorded $4.0 billion as grant income in Special charges (credits). The Company also recorded $99 million for the PSP2 Warrants and PSP3 Warrants issued to Treasury as part of the PSP2 and PSP3 Agreements, within stockholders' equity, as an offset to the grant income.
97

Severance and benefit costs. During 2021, the Company recorded $438 million of charges related to a voluntaryearly-out program for its technicianspay continuation and relatedbenefits-related costs provided to employees represented bywho chose to voluntarily separate from the IBT. In the first quarterCompany. The Company offered, based on employee group, age and completed years of 2017, approximately 1,000 techniciansservice, pay continuation, health care coverage, and relatedtravel privileges. Approximately 4,500 employees elected to voluntarily separate from the Company and will receive a severance payment, with a maximum valueCompany.
Impairment of $100,000 per participant, based on years of service, with retirement dates through early 2019. Also during 2017,assets. During 2021, the Company recorded $33the following impairment charges:
$61 million, ($21primarily comprised of impairment charges for 13 Airbus A319 aircraft and 13 Boeing 737-700 airframes as a result of the then-current market conditions for used aircraft, along with charges for cancelled induction projects related to these aircraft.
$36 million of impairments related to 64 Embraer EMB 145LR aircraft and related spare engines that United retired from its regional fleet. The decision to retire these aircraft was triggered by the United Next aircraft order.
(Gains) losses on sale of assets and other special charges. During 2021, the Company recorded net charges of taxes) of severance$119 million primarily related to a one-time bonus paid to employees for their continued efforts during the COVID-19 pandemic, incentives for its management reorganization initiative.

employees to receive a COVID-19 vaccination and the termination of the lease associated with three floors of its headquarters at the Willis Tower in Chicago, partially offset by gains primarily related to the sale of its former headquarters in suburban Chicago, aircraft sale-leaseback transactions and aircraft component manufacturer credits.

Nonoperating unrealized (gains) losses on investments, net.During 20172021, the Company recorded a $10losses of $34 million ($6 million net of taxes) impairment charge related to obsolete spare parts inventory and a $15 million ($10 million net of taxes) intangible asset impairment charge related to a maintenance service agreement.

2016

In April 2016,primarily for the Federal Aviation Administration (“FAA”) announced that it will designate Newark Liberty International Airport (“Newark”) as a Level 2 schedule-facilitated airport underchange in the International Air Transport Association Worldwide Slot Guidelines. The designation was associated with an updated demand and capacity analysis of Newark by the FAA. In 2016, the Company determined that the FAA’s action impaired the entiremarket value of its Newark slots because the slots are no longer the mechanism that governstake-offinvestments in equity securities.

Nonoperating debt extinguishment and landing rights. Accordingly,modification fees. During 2021, the Company recorded a $412$50 million special charge ($264 million net of taxes) to write off the intangible asset.

In 2016, the City of Cleveland agreed to amend the Company’s lease, which runs through 2029, associated with certain excess airport terminal space (principally Terminal D)charges for fees and related facilities at Hopkins International Airport (“Cleveland”). The Company recorded an accrual for remaining payments under the lease for facilities

that the Company no longer uses and will continue to incur costs under the lease without economic benefit to the Company. This liability was measured and recorded at its fair value when the Company ceased its right to use such facilities leased to it pursuant to the lease. The Company recorded a net charge of $74 million ($47 million net of taxes)discounts related to the amended lease.

The fleet service, passenger service, storekeeper and other employees represented by the International Association of Machinists and Aerospace Workers (the “IAM”) ratified seven new contracts with the Company which extended the contracts through 2021. The technicians and related employees represented by the IBT ratified asix-year joint collective bargaining agreement which extended the contract through 2022. During 2016, the Company recorded $171 million ($110 million net of taxes) of special charges primarily for payments in conjunction with the IAM and IBT agreements described above. As part of the ratified contract with the IBT, the Company amended some of its technicians and related employees’ postretirement medical plans. The amendments triggered curtailment accounting, resulting in the recognition of aone-time $60 million gain ($38 million net of taxes) for accelerated recognitionissuance of a prior servicenew term loan and revolving credit in onefacility and the prepayment of the plans. Also,a CARES Act loan and a 2017 term loan and revolving credit facility.

Nonoperating special termination benefits and settlement losses.During 2021, as part of the ratified contract with the Association of Flight Attendants, the Company amended two of its flight attendant postretirement medical plans. The amendments triggered curtailment accounting, resulting in the recognition of aone-time $47 million gain ($30 million net of taxes) for accelerated recognition of a prior service credit.

During 2016,first quarter voluntary leave programs, the Company recorded $37$31 million ($24 million net of taxes)special termination benefits in the form of severance and benefitadditional subsidies for retiree medical costs relatedfor certain U.S.-based front-line employees. The subsidies were in the form of a one-time contribution to a voluntaryearly-out programnotional retiree health account of $125,000 for the Company’s flight attendantsfull-time employees and other severance agreements. In 2014, more than 2,500 flight attendants elected to voluntarily separate from the Company$75,000 for a severance payment, with a maximum value of $100,000 per participant, based on years of service, with retirement dates through the end of 2016.

2015

During its annual assessment in the fourth quarter, the Company recorded $33 million ($22 million net of related income tax benefit) related to the impairment of its indefinite-lived intangible assets (certain domestic slots and international Pacific routes), $8 million for thewrite-off of unexercised aircraft purchase options and $7 million for inventory held for sale. For the full-year 2015, the Company also recorded other impairments, including $10 million for discontinued internal software projects and $10 million for the impairment of several engines held for sale.

The Company recorded $107 million of severance and benefit costs primarily related to a voluntaryearly-out program for its flight attendants. In 2014, more than 2,500 flight attendants elected to voluntarily separate from the Company for a severance payment, with a maximum value of $100,000 per participant, based on years of service, with retirement dates through the end of 2016.

During 2015, the Company also recorded $18 million related to collective bargaining agreements, $60 million of integration-related costs primarily related to systems integration and training for employees, $32 million related to charges for settlements in connection with legal matters, $16 million for the cease use of an aircraft under lease and $14 million for losses on the sale of aircraft and other miscellaneous gains and losses.

The Company recorded $202 million of losses as part of Nonoperating income (expense): Miscellaneous, net due primarily to thewrite-off of $134 million related to the unamortizednon-cash debt discount from the extinguishment of the 6% Notes due 2026 and the 6% Notes due 2028. During 2015, the Company also recorded a $61 million foreign exchange loss related to its cash holdings in Venezuela. The Venezuelan government has maintained currency controls and fixed official exchange rates (i.e. Sistema Complementario de Administracion de Divisas (“SICAD”), and Sistema Marginal de Divisas (“SIMADI”)) for many years. Previously, airlines were permitted to use the more favorable SICAD rate (13.5 Venezuelan bolivars to one U.S. dollar) if repatriating profits and for payments of local goods and services in Venezuela. During 2015, many of the payments for local goods and services transitioned to utilizing the SIMADI rate (200 Venezuelan bolivars to one U.S. dollar) or were required to be paid in U.S. dollars. Furthermore, the Venezuelan government has not permitted the exchange and repatriations of local currency sincemid-2014. As a result, the Company changed the exchange

rate from historical SICAD rates to a combination of SIMADI and SICAD rates based on projections of future cash payments. Including this adjustment, the Company’s resulting cash balance held in Venezuelan bolivars at December 31, 2015 was approximately $13 million.

Accrual Activity

Activity related to the accruals for severance and medical costs and future lease payments on permanently grounded aircraft is as follows (in millions):

   Severance/
Benefit Costs
   Permanently
Grounded Aircraft
 

Balance at December 31, 2014

  $109   $102 

Accrual

   107    30 

Payments

   (189)    (54) 
  

 

 

   

 

 

 

Balance at December 31, 2015

   27    78 

Accrual and related adjustments

   37    (17) 

Payments

   (50)    (20) 
  

 

 

   

 

 

 

Balance at December 31, 2016

   14    41 

Accrual

   116    (4) 

Payments

   (93)    (15) 
  

 

 

   

 

 

 

Balance at December 31, 2017

  $37   $22 
  

 

 

   

 

 

 

The Company’s accrual and payment activity is primarily related to severance and other compensation expense associated with voluntary employee early retirement programs.

NOTE 15 - SEGMENT INFORMATION

Operating segments are defined as components of an enterprise with separate financial information, which are evaluated regularly by the chief operating decision maker and are used in resource allocation and performance assessments.

The Company deploys its aircraft across its route network through a single route scheduling system to maximize its value. When making resource allocation decisions, the Company’s chief operating decision maker evaluates flight profitability data, which considers aircraft type and route economics. The Company’s chief operating decision maker makes resource allocation decisions to maximize the Company’s consolidated financial results. Managing the Company as one segment allows management the opportunity to maximize the value of its route network.

The Company’s operating revenue by principal geographic region (as defined by the U.S. Department of Transportation) for the years ended December 31 is presented in the table below (in millions):

       2017           2016           2015     

Domestic (U.S. and Canada)

  $23,131   $22,202   $21,931 

Pacific

   4,898    4,959    5,498 

Atlantic

   6,285    6,157    7,068 

Latin America

   3,422    3,238    3,367 
  

 

 

   

 

 

   

 

 

 

Total

  $37,736   $36,556   $37,864 
  

 

 

   

 

 

   

 

 

 

The Company attributes revenue among the geographic areas based upon the origin and destination of each flight segment. The Company’s operations involve an insignificant level of dedicated revenue-producing assets in

geographic regions as the overwhelming majority of the Company’s revenue producing assets (primarily U.S. registered aircraft) can be deployed in any of its geographic regions.

NOTE 16 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

UAL                                                                    

  Quarter Ended 

(In millions, except per share amounts)

      March 31           June 30           September 30           December 31     

2017

        

Operating revenue

  $      8,420   $      10,000    $9,878    $9,438  

Income from operations

   278     1,399     1,092     729  

Net income

   96     818     637     580  

Basic earnings per share

   0.31     2.67     2.12     1.99  

Diluted earnings per share

   0.31     2.66     2.12     1.99  

2016

        

Operating revenue

  $8,195    $9,396    $9,913    $9,052  

Income from operations

   649     1,060     1,624     1,005  

Net income

   313     588     965     397  

Basic earnings per share

   0.88     1.78     3.02     1.26  

Diluted earnings per share

   0.88     1.78     3.01     1.26  

UAL’s quarterly financial data is subject to seasonal fluctuations and historically its second and third quarter financial results, which reflect higher travel demand, are better than its first and fourth quarter financial results. UAL’s quarterly results were impacted by the following significant items (in millions):

  Quarter Ended 
      March 31          June 30      September 30  December 31 

2017

    

Operating:

    

Severance and benefit costs

  $37    $41    $23    $15  

Impairment of assets

  —    —    15    10  

(Gains) losses on sale of assets and other special charges

  14       12     
 

 

 

  

 

 

  

 

 

  

 

 

 

Total operating special charges

  51    44    50    31  

Income taxes:

    

Income tax benefit related to special charges

  (18)   (16)   (18)   (11) 

Income tax adjustments (Note 7)

  —    —    —    (192) 
 

 

 

  

 

 

  

 

 

  

 

 

 

Total operating special charges, net of income taxes and income tax adjustments

  $          33    $          28    $32    $(172) 
 

 

 

  

 

 

  

 

 

  

 

 

 

2016

    

Operating:

    

Labor agreement costs and related items

  $100    $10    $14    $(60) 

Cleveland airport lease restructuring

  74    —    —    —  

Severance and benefit costs

        13    10  

Impairment of assets

  —    412    —    —  

(Gains) losses on sale of assets and other special charges

        18    19  
 

 

 

  

 

 

  

 

 

  

 

 

 

Total operating special charges

  190    434    45    (31) 

Nonoperating and income taxes:

    

Losses (gain) on extinguishment of debt and other

     (9)   —    —  

Income tax expense (benefit) related to special charges

  (72)   (153)   (16)   12  

Income tax adjustments (Note 6)

  —    —    —    180  
 

 

 

  

 

 

  

 

 

  

 

 

 

Total operating and nonoperating special charges, net of income taxes and income tax adjustments

  $126    $272    $29    $161  
 

 

 

  

 

 

  

 

 

  

 

 

 

part-time employees. See Note 147 of this report for additional informationinformation.


98

ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.

ITEM 9A.CONTROLS AND PROCEDURES

ITEM 9A.    CONTROLS AND PROCEDURES
Evaluation of Disclosure Control and Procedures

UAL and United each maintain controls and procedures that are designed to ensure that information required to be disclosed in the reports filed or submitted by UAL and United to the SEC is recorded, processed, summarized and reported, within the time periods specified by the SEC’sSEC's rules and forms, and is accumulated and communicated to management including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. 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’sUAL's and United’sUnited's disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act 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, 2017,2023, disclosure controls and procedures were effective.

Management's Reports on Internal Control Over Financial Reporting
UAL and United Management's Reports on Internal Control Over Financial Reporting are included herein.
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, 2023, which is included herein.
Changes in Internal Control over Financial Reporting during the Quarter Ended December 31, 2017

2023

During the three months ended December 31, 2017,2023, there was no change in UAL’sUAL's or United’sUnited's internal control over financial reporting that materially affected, or is reasonably likely to materially affect, their internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

99


Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of United ContinentalAirlines Holdings, Inc.


Opinion on Internal Control overOver Financial Reporting

We have audited United ContinentalAirlines Holdings, Inc.’s's (the “Company”"Company") internal control over financial reporting as of December 31, 2017,2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria)"COSO criteria"). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”("PCAOB"), the 2023 consolidated financial statements as of and for the year ended December 31, 2017 of the Company and our report dated February 22, 201829, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’sCompany's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management ReportManagement's Reports on Internal Control overOver Financial Reporting in Item 9A.Reporting. Our responsibility is to express an opinion on the company’sCompany's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’scompany's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’scompany's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’scompany's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



/s/ Ernst & Young LLP



Chicago, Illinois

February 22, 2018

29, 2024



100


United ContinentalAirlines Holdings, Inc. Management Report on Internal Control Over Financial Reporting

February 22, 2018

29, 2024

To the Stockholders of United ContinentalAirlines Holdings, Inc.

Chicago, Illinois

The management of United ContinentalAirlines Holdings, Inc. (“UAL”("UAL") is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act RulesRule 13a-15(f). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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, 2017.2023. In making this assessment, management used the framework set forth in Internal Control—Integrated Framework (2013 Framework)issued by the Committee of the Sponsoring Organizations of the Treadway Commission. 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, 2017.

2023.

Our independent registered public accounting firm, Ernst & Young LLP, who audited UAL’sUAL's consolidated financial statements included in this Form10-K, has issued a report on UAL’sUAL's internal control over financial reporting, which is included herein.


United Airlines, Inc. Management Report on Internal Control Over Financial Reporting

February 22, 2018

29, 2024

To the Stockholder of United Airlines, Inc.

Chicago, Illinois

The management of United Airlines, Inc. (“United”("United") is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act RulesRule 13a-15(f). United’s United's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, United’sUnited's internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of management, including United’sUnited'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, 2017.2023. In making this assessment, management used the framework set forth in Internal Control—Integrated Framework (2013 Framework) issued by the Committee of the Sponsoring Organizations of the Treadway Commission. Based on this evaluation, United’sUnited's Chief Executive Officer and Chief Financial Officer concluded that its internal control over financial reporting was effective as of December 31, 2017.

2023.

This annual report does not include an attestation report of United’sUnited's registered public accounting firm regarding internal control over financial reporting. Management’sManagement's report was not subject to attestation by United’sUnited's registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit United to provide only management’smanagement's report in this annual report.

101

ITEM 9B.OTHER INFORMATION.

ITEM 9B.    OTHER INFORMATION.
(a)None.

(b)During the three months ended December 31, 2023, no director or "officer" (as defined in Rule 16a-1(f) under the Exchange Act) of the Company or United informed the Company or United of the adoption, modification or termination of a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K under the Exchange Act.
ITEM 9C.    DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
PART III

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Certain

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Reference is made to the 2024 Proxy Statement with respect to information about UAL's directors and corporate governance, which is incorporated herein by reference and made a part hereof in response to the information required by this itemItem 10 with respect to UAL is incorporated by reference from UAL’s definitive proxy statement for its 2018 Annual Meeting of Stockholders. Information regarding the executive officers of UAL is presented below.

InformationUAL.

The information required by this itemItem 10 with respect to United is omitted pursuant to General Instruction I(2)(c) of Form10-K.

EXECUTIVE OFFICERS OF UAL

TheUAL's and United's executive officers has been included in Part I of UAL as of February 23, 2018 are listed below, alongthis Form 10-K under the caption "Information about Our Executive Officers" and is incorporated herein by reference and made a part hereof in response to the information required by Item 10 with their ages, tenure as officer and business background for at leastrespect to UAL.

Reference is made to the last five years.

Kate Gebo.Age 49. Ms. Gebo has served as Executive Vice President Human Resources and Labor Relations of UAL and United since December 2017. From November 20162024 Proxy Statement with respect to November 2017, Ms. Gebo served as Senior Vice President Global Customer Service Delivery and Chief Customer Officer of United. From October 2015 to November 2016, Ms. Gebo served as Vice PresidentUAL's non-compliance with Section 16(a) of the Office of the Chief Executive Officer. From November 2009 to October 2015, Ms. Gebo served as Vice President of Corporate Real Estate of United.

Brett J. Hart.Age 48. Mr. Hart has served as Executive Vice President, Chief Administrative OfficerExchange Act, if applicable, which is incorporated herein by reference and General Counsel of UAL and United since May 2017. From February 2012 to May 2017, he served as Executive Vice President and General Counsel of UAL and United. Mr. Hart served as acting Chief Executive Officer and principal executive officer of the Company, on an interim basis, from October 2015 to March 2016. From December 2010 to February 2012, he served as Senior Vice President, General Counsel and Secretary of UAL, United and Continental Airlines, Inc. (“Continental”). From June 2009 to December 2010, Mr. Hart served as Executive Vice President, General Counsel and Corporate Secretary at Sara Lee Corporation,made a consumer food and beverage company. From March 2005 to May 2009, Mr. Hart served as Deputy General Counsel and Chief Global Compliance Officer of Sara Lee Corporation.

Gregory L. Hart.Age 52. Mr. Hart has served as Executive Vice President and Chief Operations Officer of UAL and United since February 2014. From December 2013 to February 2014, he served as Senior Vice President Operations of UAL and United. From September 2012 to December 2013, Mr. Hart served as Senior Vice President Technical Operations of United. From October 2010 to September 2012, Mr. Hart served as Senior Vice President Network of United and Continental. From September 2008 to September 2010, Mr. Hart served as Vice President Network Strategy of Continental. Mr. Hart joined Continentalpart hereof in 1997.

Linda P. Jojo.Age 52. Ms. Jojo has served as Executive Vice President Technology and Chief Digital Officer of UAL and United since May 2017. From November 2014 to May 2017, Ms. Jojo served as Executive Vice President and Chief Information Officer of UAL and United. From July 2011 to October 2014, Ms. Jojo served as Executive Vice President and Chief Information Officer of Rogers Communications, Inc., a Canadian communications and media company. From October 2008 to June 2011, Ms. Jojo served as Chief Information Officer of Energy Future Holdings, a Dallas-based privately held energy company and electrical utility provider.

Chris Kenny. Age 53. Mr. Kenny has served as Vice President and Controller of UAL and United since October 2010. From September 2003 to September 2010, Mr. Kenny served as Vice President and Controller of Continental. Mr. Kenny joined Continental in 1997.

J. Scott Kirby. Age 50. Mr. Kirby has served as President of UAL and United since August 2016. Prior to joining the Company, from December 2013 to August 2016, Mr. Kirby served as President of American Airlines

Group and American Airlines, Inc. Mr. Kirby also previously served as President of US Airways from October 2006 to December 2013. Mr. Kirby held significant other leadership roles at US Airways and at America West priorresponse to the 2005 mergerinformation required by Item 10 with respect to UAL.

Code of those carriers, including Executive Vice President—Sales and Marketing (2001 to 2006); Senior Vice President,e-business (2000 to 2001); Vice President, Revenue Management (1998 to 2000); Vice President, Planning (1997 to 1998); and Senior Director, Scheduling and Planning (1995 to 1998). Prior to joining America West, Mr. Kirby worked for American Airlines Decision Technologies and at the Pentagon.

Andrew C. Levy. Age 48. Mr. Levy has served as Executive Vice President and Chief Financial Officer of UAL and United since August 2016. From November 2014 to August 2016, he was the Chief Executive Officer and Managing Partner of AML Ventures, LLC, an investment and advisory firm specializing in the airline industry. Previously, Mr. Levy held leadership roles at Allegiant Travel Company (“Allegiant”) for thirteen years, including as Chief Operating Officer and a Director from September 2013 to October 2014; President from September 2009 to October 2014; Chief Financial Officer from October 2007 to May 2010; and Managing Director, Planning & Treasurer from April 2001 to October 2010. Prior to joining Allegiant, Mr. Levy worked at Mpower Communications, Inc., Savoy Capital and ValuJet Airlines, Inc.

Oscar Munoz. Age 59. Mr. Munoz has served as Chief Executive Officer of UAL and United since September 2015, and also as President of UAL and United from September 2015 until August 2016. From February 2015 to September 2015, Mr. Munoz served as President and Chief Operating Officer of CSX Corporation (“CSX”), a railroad and intermodal transportation services company, overseeing operations, sales and marketing, human resources, service design and information technology. Prior to his appointment as President and Chief Operating Officer of CSX, Mr. Munoz served as Executive Vice President and Chief Operating Officer of CSX from January 2012 to February 2015 and as Executive Vice President and Chief Financial Officer of CSX from 2003 to 2012. Mr. Munoz has been a member of the UAL Board of Directors since 2010.

Andrew P. Nocella.Age 48. Mr. Nocella has served as Executive Vice President and Chief Commercial Officer of UAL and United since September 2017. From February 2017 to September 2017, he served as Executive Vice President and Chief Revenue Officer of UAL and United. Prior to joining the Company, from August 2016 to February 2017, Mr. Nocella served as Senior Vice President, Alliances and Sales of American Airlines, Inc. From December 2013 to August 2016, he served as Senior Vice President and Chief Marketing Officer of American Airlines, Inc. From August 2007 to December 2013, he served as Senior Vice President, Marketing and Planning of US Airways.

There are no family relationships among the executive officers or the directors of UAL. The executive officers are elected by UAL’s Board of Directors each year and hold office until the next annual meeting of stockholders, until their successors are elected and qualified, or until their earlier death, resignation or removal.

Ethics.The Company has a code of ethics, the “Code"Code of Ethics and Business Conduct," for its directors, officers and employees. The code serves as a “Code"Code of Ethics”Ethics" as defined by SEC regulations, and as a “Code"Code of Business Conduct and Ethics”Conduct" under the listed Company Manual of the NYSE.Nasdaq Listing Rule 5610. The code is available on the Company’sCompany's investor relations website at http://ir.united.com. Waivers granted to certain officers from compliance with or future amendments to the code will be disclosed on the Company’sCompany's investor relations website in accordance with Item 5.05 of Form8-K.

Information required by this item with respect to United is omitted pursuant to General Instruction I(2)(c) of Form 10-K.

ITEM 11.EXECUTIVE COMPENSATION.

Information required by this item

ITEM 11.    EXECUTIVE COMPENSATION.
Reference is made to the 2024 Proxy Statement with respect to UALinformation about UAL's executive and director compensation and certain related matters, which is incorporated herein by reference from UAL’s definitive proxy statement for its 2018 Annual Meeting of Stockholders.

and made a part hereof in response to the information required by Item 11 with respect to UAL.

Information required by this item with respect to United is omitted pursuant to General Instruction I(2)(c) of Form10-K.


ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Information required by this item

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
Reference is made to the 2024 Proxy Statement with respect to UALthe security ownership of certain beneficial owners and management and certain equity compensation plan information, which is incorporated herein by reference from UAL’s definitive proxy statement for its 2018 Annual Meeting of Stockholders.

and made a part hereof in response to the information required by Item 12 with respect to UAL.

Information required by this item with respect to United is omitted pursuant to General Instruction I(2)(c) of Form10-K.


102

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Information required by this item

ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Reference is made to the 2024 Proxy Statement with respect to UALinformation about certain relationships and related transactions and director independence, which is incorporated herein by reference from UAL’s definitive proxy statement for its 2018 Annual Meeting of Stockholders.

and made a part hereof in response to the information required by Item 13 with respect to UAL.

Information required by this item with respect to United is omitted pursuant to General Instruction I(2)(c) of Form10-K.

ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The Audit Committee of the UAL Board of Directors has adopted a policy onpre-approval of services of the Company’sCompany's independent registered public accounting firm. As a wholly-owned subsidiary of UAL, United’sUnited's audit services are determined by UAL. The policy provides that the Audit Committee shallpre-approve all audit andnon-audit services to be provided to UAL and its subsidiaries and affiliates by its independent auditors. The process by which this is carried out is as follows:

For recurring services, the Audit Committee reviews andpre-approves the independent registered public accounting firm’sfirm's annual audit services in conjunction with the annual appointment of the outside auditors. The reviewed materials include a description of the services along with related fees. The Audit Committee also reviews andpre-approves other classes of recurring services along with fee thresholds forpre-approved services. In the event that the additional services are required prior to the next scheduled Audit Committee meeting,pre-approvals of additional services follow the process described below.

Any requests for audit, audit related,audit-related, tax and other services not contemplated with the recurring services approval described above must be submitted to the Audit Committee for specificpre-approval and services cannot commence until such approval has been granted. Normally,pre-approval is provided at regularly scheduled meetings. However, the authority to grant specificpre-approval preapproval between meetings, as necessary, has been delegated to the Chair of the Audit Committee. The Chair must update the Audit Committee at the next regularly scheduled meeting of any services that were granted specificpre-approval.

On a periodic basis, the Audit Committee reviews the status of services and fees incurredyear-to-date and a list of newlypre-approved services since its last regularly scheduled meeting. The Audit Committee has considered whether the 20172023 and 20162022 non-audit services provided by Ernst & Young LLP (PCAOB ID No. 42), the Company’sCompany's independent registered public accounting firm, are compatible with maintaining auditor independence and concluded that such services were compatible with maintaining Ernst & Young LLP's independence.

All of the services in 20172023 and 20162022 under the Audit Fees, Audit Related Fees, Tax Fees and All Other Fees categories below have been approved by the Audit Committee pursuant to paragraph (c)(7) of Rule2-01 of RegulationS-X of the Exchange Act.

The aggregate fees billed for professional services rendered by the Company’sCompany's independent auditors in 20172023 and 20162022 are as follows (in thousands):

Service

      2017           2016     

 

Audit Fees

   $4,548     $3,751  

 

Audit Related Fees

   565     215  

 

Tax Fees

   584     1,252  

 

All Other Fees

        
  

 

 

   

 

 

 
   $        5,699     $        5,220  
  

 

 

   

 

 

 

 

Note: UAL and United amounts are the same.

    

AUDIT FEES

Service20232022
Audit Fees$4,467 $4,315 
Audit-Related Fees— 50 
Tax Fees38 138 
Total Fees$4,505 $4,503 

Audit Fees.For 20172023 and 2016,2022, audit fees consist primarily of the audit and quarterly reviews of the consolidated financial statements and the audit of the effectiveness of internal control over financial reporting of United Continental Holdings, Inc.the Company and its wholly-owned subsidiaries. Audit fees also include the audit of the consolidated financial statements of United employee benefit plan audits,Airlines, attestation services required by statute or regulation, comfort letters, consents, assistance with and review of documents filed with the SEC, and accounting and financial reporting consultations and research work necessary to comply with generally accepted auditing standards.

AUDIT RELATED FEES

Audit-Related Fees.For 2017 and 2016,2022, audit-related fees for audit related services consisted of professional serviceswere related to due diligence and consultations related to the adoptionassessments of new accounting standards.

TAX FEES

climate-related disclosures.

Tax Fees.Tax fees for 20172023 and 20162022 relate to professional services provided for research and consultations regarding tax accounting and tax compliance matters and review of U.S. and international tax impacts of certain transactions, and assistance in assembling data to prepare for and respond to governmental reviews of past tax filings, exclusive of tax services rendered in connection with the audit.

ALL OTHER FEES

Fees for all other services billed in 2017 and 2016 consist


103

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
ITEM 15.
(a)EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

List of documents filed as part of this report:
(a)(1)
Financial Statements. The financial statements required by this item are listed in Part II, Item 8,Financial Statements and Supplementary Data herein.
(2)
Financial Statement Schedules. The financial statement schedule required by this item is listed below and included in this report after the signature page hereto.
 ScheduleII-Valuation and Qualifying Accounts for the years ended December 31, 2017, 20162023, 2022 and 2015.2021.
All other schedules are omitted because they are not applicable, not required or the required information is shown in the consolidated financial statements or notes thereto.
(b)
Exhibits. The exhibits required by this item are provided in the Exhibit Index.

ITEM 16. FORM 10-K SUMMARY.
None.

EXHIBIT INDEX

Exhibit No.RegistrantExhibit
Exhibit No.

Registrant

Exhibit

Plan of Merger

    *2.1

UAL

United

Agreement and Plan of Merger, dated as of May  2, 2010, by and among UAL Corporation, Continental Airlines, Inc. and JT Merger Sub Inc. (schedules and exhibits have been omitted pursuant to Item 601(b)(2) of RegulationS-K) (filed as Exhibit  2.1 to UAL’sForm 8-K filed May 4, 2010, Commission file number1-6033, and incorporated herein by reference)
    *2.2UnitedAgreement and Plan of Merger, dated as of March  28, 2013, by and between Continental Airlines, Inc. and United Air Lines, Inc. (filed as Exhibit 2.1 to UAL’s Form8-K filed April  3, 2013, Commission file number1-6033, and incorporated herein by reference)

Articles of Incorporation and Bylaws

3.1    *3.1UALUAL
3.2    *3.2UALUAL
3.3UAL
3.4    *3.3UnitedUnited
3.5    *3.4UnitedUnited

Instruments Defining Rights of Security Holders, Including Indentures

4.1    *4.1UAL
United

UAL

United

Amended and Restated Indenture, dated as of January  11, 2013, by and among United Continental Holdings, Inc. as Issuer, United Air Lines,  Inc. as Guarantor, and the Bank of New York Mellon Trust Company, N.A. as Trustee, providing for issuance of 6% Notes due 2028, 6% Notes due 2026 and 8% Notes due 2024 (filed as Exhibit 4.6 to UAL’s Form10-K for the year ended December 31, 2012, Commission file number1-6033, and incorporated herein by reference)
    *4.2

UAL

United

First Supplemental Indenture, dated as of April  1, 2013, by and among United Continental Holdings, Inc., United Airlines, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Amended and Restated Indenture, dated as of January  11, 2013 (filed as Exhibit 4.1 to UAL’s Form8-K filed April 3, 2013, Commission file number1-6033, and incorporated herein by reference)
    *4.3

UAL

United

Second Supplemental Indenture, dated as of September  13, 2013, by and among United Continental Holdings, Inc., United Airlines, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Amended and Restated Indenture, dated as of January  11, 2013 (filed as Exhibit 4.1 to UAL’s Form8-K filed September 19, 2013, Commission file number1-6033, and incorporated herein by reference)

    *4.4UnitedIndenture, dated as of July  15, 1997, between Continental Airlines, Inc. and The Bank of New York Mellon Trust Company, N.A. (as successor to Bank One, N.A.), as trustee related to Continental Airlines, Inc.’s 4.5% Convertible Notes due 2015 (filed as Exhibit to 4.1 to Continental’s FormS-3/A filed July 18, 1997, Commission file number1-10323, and incorporated herein by reference)
    *4.5

UAL

United

Fourth Supplemental Indenture, dated as of October  1, 2010, by and among Continental Airlines, Inc., United Continental Holdings, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, with respect to the Indenture, dated as of July  15, 1997, between Continental Airlines, Inc. and The Bank of New York Mellon Trust Company, N.A. (as successor to Bank One, N.A.), as trustee related to Continental Airlines, Inc.’s 4.5% Convertible Notes due 2015 (filed as Exhibit 4.3 to UAL’s Form8-K dated October 1, 2010, Commission file number1-6033, and incorporated herein by reference)
    *4.6

UAL

United

Fifth Supplemental Indenture, dated as of May  15, 2014, among United Continental Holdings, Inc., United Airlines, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.1 to UAL’s Form8-K filed on May  19, 2014, Commission file number1-6033, and incorporated herein by reference)
    *4.7

UAL

United

Indenture, dated as of May 7, 2013, among United Continental Holdings, Inc., United Airlines, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed as Exhibit 4.1 to UAL’sUAL's Form8-K filed on May 10, 2013 Commission file number1-6033,and incorporated herein by reference)
4.2    *4.8UAL
United

UAL

United

First Supplemental Indenture, dated as of May  7, 2013, among United Continental Holdings, Inc., United Airlines, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee, providing for the issuance of 6.375% Senior Notes due 2018 (filed as Exhibit 4.2 to UAL’s Form8-K filed on May 10, 2013, Commission file number1-6033, and incorporated herein by reference)
    *4.9

UAL

United

Form of 6.375% Senior Notes due 2018 (filed as Exhibit A to Exhibit 4.2 to UAL’s Form8-K filed on May 10, 2013, Commission file number1-6033, and incorporated herein by reference)
    *4.10

UAL

United

Form of Notation of Note Guarantee (filed as Exhibit B to Exhibit 4.2 to UAL’s Form8-K filed on May 10, 2013, Commission file number1-6033, and incorporated herein by reference)
    *4.11

UAL

United

Second Supplemental Indenture, dated as of November  8, 2013, among United Continental Holdings, Inc., United Airlines, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee, providing for the issuance of 6.000% Senior Notes due 2020 (filed as Exhibit 4.2 to UAL’s Form8-K filed on November 12, 2013, Commission file number1-6033, and incorporated herein by reference)
    *4.12

UAL

United

Form of 6.000% Senior Notes due 2020 (filed as Exhibit 4.3 to UAL’s Form8-K filed on November 12, 2013, Commission file number1-6033, and incorporated herein by reference)
    *4.13

UAL

United

Form of Notation of Note Guarantee (filed as Exhibit 4.4 to UAL’s Form8-K filed on November 12, 2013, Commission file number1-6033, and incorporated herein by reference)
    *4.14UAL
United

104

4.3UAL
United
    *4.15UAL
United
4.4    *4.16UAL
United
UAL
United
4.5    *4.17UAL
United
UAL
United
4.6    *4.18UAL
United
UAL
United
4.7    *4.19UAL
United
UAL
United
4.8UAL
United
4.9UAL
United

Material Contracts

4.10UAL
United
4.11*UAL
United
4.12UAL
4.13UAL
United
4.14UAL
United
4.15UAL
4.16UAL
United
4.17UAL
105

4.18UAL
4.19UAL
United
4.20UAL
United
4.21UAL
United
4.22UAL
United
4.23UAL
United
4.24UAL
United
4.25UAL
4.26UAL
4.27UAL
4.28UAL
4.29UAL
4.30UAL
United
Material Contracts
†10.1UALUAL
106

†10.2*†10.2UALUAL
†10.3  †10.3UAL
United
UALFirst Amendment, dated January 29, 2018, to United Continental Holdings, Inc Profit Sharing Plan
*†10.4UAL
United
Employment Agreement, dated December 31, 2015, among United Continental Holdings, Inc., United Airlines,  Inc. and Oscar Munoz (filed as Exhibit 10.1 to UAL’s Form8-K/A filed January 7, 2016, Commission file number1-6033, and incorporated herein by reference)
*†10.5UAL
United
Amendment to Employment Agreement, dated April  19, 2016, by and among United Continental Holdings, Inc., United Airlines, Inc. and Oscar Munoz (filed as Exhibit 10.1 to UAL’s Form8-K filed April 20, 2016, Commission file number1-6033, and incorporated herein by reference)
*†10.6UAL
United
Second Amendment to Employment Agreement, dated April  21, 2017, by and among United Continental Holdings, Inc., United Airlines, Inc. and Oscar Munoz (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form8-K filed on April  21, 2017, Commission file number1-6033, and incorporated herein by reference)
*†10.7UAL
United
SERP Agreement, dated as of October  1, 2010, by and among United Continental Holdings, Inc., Continental Airlines, Inc. and James E. Compton (filed as Exhibit 10.12 to UAL’s Form10-K for the year ended December  31, 2010, Commission file number1-6033, and incorporated herein by reference)

*†10.8UAL
United
SERP Agreement, dated as of October 1, 2010, by and among United Continental Holdings, Inc., Continental Airlines, Inc. and Gerald Laderman (filed as Exhibit 10.2 to UAL’sUAL's Form10-Q for the quarter ended September 30, 2015 Commission file number1-10323,and incorporated herein by reference)
†10.4*†10.9UAL
United
UAL
United
†10.5*†10.10UALUAL
United
United Continental Holdings, Inc. Senior Officer Severance Plan (effective October  1, 2014) (filed as Exhibit 10.1 to UAL’s Form10-Q for the quarter ended September  30, 2015, Commission file number1-10323, and incorporated herein by reference)
*†10.11UAL
United
Employment Agreement, dated as of October  1, 2010, by and among United Continental Holdings, Inc., United Air Lines, Inc., Continental Airlines, Inc. and Jeffery A. Smisek (filed as Exhibit 10.21 to UAL’s Form10-K for the year ended December  31, 2010, Commission file number1-6033, and incorporated herein by reference)
*†10.12UAL
United
Performance Award Agreement, dated May  5, 2016, by and among United Continental Holdings, Inc., United Airlines, Inc. and Brett J. Hart (filed as Exhibit 10.3 to UAL’s Form10-Q for the quarter ended June 30, 2016, Commission file number1-6033, and incorporated herein by reference)
*†10.13UAL
†10.6*†10.14UALUALForm of Restricted Stock Unit Award Notice pursuant to the United Continental Holdings, Inc. 2008 Incentive Compensation Plan (filed as Exhibit 10.2 to UAL’s Form10-Q for the quarter ended September 30, 2016, Commission file number1-6033, and incorporated herein by reference)
*†10.15UAL
United
Confidentiality andNon-Competition Agreement, dated April  23, 2009, by and among Continental Airlines, Inc. and Jeffery A. Smisek (filed as Exhibit 10.1 to Continental Airlines, Inc.’s Quarterly Report on Form10-Q for the quarter ended March  31, 2009, Commission file number1-10323, and incorporated herein by reference)
*†10.16UAL
United
Separation Agreement, dated as of September  8, 2015, by and among United Continental Holdings, Inc., United Airlines, Inc. and Jeffery A. Smisek (filed as Exhibit 10.1 to UAL’s Form8-K filed September 8, 2015, Commission file number1-6033, and incorporated herein by reference)
*†10.17UAL
United
Description of Benefits for Officers of United Continental Holdings, Inc. and United Airlines, Inc. (filed as Exhibit 10.11 to UAL’s Form10-K for the year ended December 31, 2015, Commission file number1-6033 and incorporated herein by reference)
*†10.18UAL

†10.7*†10.19UALUAL
†10.8*†10.20UALUAL
†10.9*†10.21UALUAL
†10.10UAL
†10.11*†10.22UALUAL
†10.12UAL
†10.13*†10.23UALUAL
†10.14*†10.24UALUAL
†10.15UAL
*†10.25UALUnited Continental Holdings, Inc. Performance-Based Restricted Stock Unit Program (adopted pursuant to the United Continental Holdings, Inc. 2008 Incentive Compensation Plan) (filed as Exhibit 10.31 to UAL’s Form10-K for the year ended December 31, 2010, Commission file number1-6033,2020 and incorporated herein by reference)
†10.16*†10.26UALUALFirst Amendment to the United Continental Holdings, Inc. Performance-Based Restricted Stock Unit Program (adopted pursuant to the United Continental Holdings, Inc. 2008 Incentive Compensation Plan) (effective with respect to performance periods beginning on or after January 1, 2012) (filed as Exhibit 10.33 to UAL’s Form10-K for the year ended December 31, 2011, Commission file number1-6033, and incorporated herein by reference)
*†10.27UALSecond Amendment to the United Continental Holdings, Inc. Performance-Based Restricted Stock Unit Program (adopted pursuant to the United Continental Holdings, Inc. 2008 Incentive Compensation Plan) (filed as Exhibit 10.29 to UAL’s Form10-K for the year ended December 31, 2012, Commission file number1-6033, and incorporated herein by reference)
*†10.28UALThird Amendment to the United Continental Holdings, Inc. Performance-Based Restricted Stock Unit Program (adopted pursuant to the United Continental Holdings, Inc. 2008 Incentive Compensation Plan) (filed as Exhibit 10.1 to UAL’s Form10-Q for the quarter ended March 31, 2015, Commission file number1-6033, and incorporated herein by reference)

*†10.29UALFourth Amendment to the United Continental Holdings, Inc. Performance-Based Restricted Stock Unit Program (adopted pursuant to the United Continental Holdings, Inc. 2008 Incentive Compensation Plan) (filed as Exhibit 10.22 to UAL’s Form10-K for the year ended December 31, 2015, Commission file number1-6033 and incorporated herein by reference)
*†10.30UALForm of Performance-Based Restricted Stock Unit Award Notice pursuant to the United Continental Holdings, Inc. Performance-Based Restricted Stock Unit Program (ROIC awards) (filed as Exhibit 10.23 to UAL’s Form10-K for the year ended December 31, 2015, Commission file number1-6033 and incorporated herein by reference)
*†10.31UALForm of Performance-Based Restricted Stock Unit Award Notice pursuant to the United Continental Holdings, Inc. Performance-Based Restricted Stock Unit Program (RelativePre-tax Margin awards) (for performance periods beginning on or after January 1, 2015) (filed as Exhibit 10.2 to UAL’s Form10-Q for the quarter ended March 31, 2015, Commission file number1-6033, and incorporated herein by reference)
*†10.32UALUnited Continental Holdings, Inc. Incentive Plan 2010, as amended and restated February  17, 2011 (previously named the Continental Airlines Inc. Incentive Plan 2010) (filed as Annex B to UAL’s Definitive Proxy Statement filed April  26, 2013, Commission file number1-6033, and incorporated herein by reference)
*†10.33UALFirst Amendment to the United Continental Holdings, Inc. Incentive Plan 2010, as amended and restated February  17, 2011 (filed as Annex B to UAL’s 2013 Definitive Proxy Statement filed on April 26, 2013, Commission file number1-6033, incorporated herein by reference)
*†10.34UALUnited Continental Holdings, Inc. Annual Incentive Program (adopted pursuant to the United Continental Holdings, Inc. Incentive Plan 2010) (as amended and restated February 21, 2013) (filed as Exhibit 10.43 to UAL’s Form10-K for the year ended December 31, 2012, Commission file number1-6033, and incorporated herein by reference)
*†10.35UALUnited Continental Holdings, Inc. Long-Term Relative Performance Program (adopted pursuant to the United Continental Holdings, Inc. Incentive Plan 2010) (filed as Exhibit 10.43 to UAL’s Form10-K for the year ended December 31, 2010, Commission file number1-6033, and incorporated herein by reference)
*†10.36UALFirst Amendment to the United Continental Holdings, Inc. Long-Term Relative Performance Program (adopted pursuant to the United Continental Holdings, Inc. Incentive Plan 2010) (effective with respect to performance periods beginning on or after January 1, 2012) (filed as Exhibit 10.49 to UAL’s Form10-K for the year ended December 31, 2011, Commission file number1-6033, and incorporated herein by reference)
*†10.37UALSecond Amendment to the United Continental Holdings, Inc. Long-Term Relative Performance Program (adopted pursuant to the United Continental Holdings, Inc. Incentive Plan 2010) (effective with respect to performance periods beginning on or after January 1, 2014) (filed as Exhibit 10.40.2 to UAL’s Form10-K for the year ended December 31, 2013, Commission file number1-6033, and incorporated herein by reference)

*†10.38UALForm of Annual Incentive Program Award Notice pursuant to the United Continental Holdings, Inc. Annual Incentive Program (for fiscal years beginning on or after January 1, 2013) (filed as Exhibit 10.47 to UAL’s Form10-K for the year ended December 31, 2012, Commission file number1-6033, and incorporated herein by reference)
*†10.39UALForm of Long-Term Relative Performance Award Notice pursuant to the United Continental Holdings, Inc. Long-Term Relative Performance Program (for use with respect to performance periods beginning January 1, 2014) (filed as Exhibit 10.45 to UAL’s Form10-K for the year ended December 31, 2013, Commission file number1-6033, and incorporated herein by reference)
*†10.40UALDescription of Compensation and Benefits for United Continental Holdings, Inc.Non-Employee Directors (filed as Exhibit 10.30 to UAL’s Form10-K for the year ended December 31, 2014, Commission file number1-6033, and incorporated herein by reference)
*†10.41UALUnited Continental Holdings, Inc. 2006 Director Equity Incentive Plan (as amended and restated, effective February 20, 2014,May 24, 2023) (filed as Exhibit 10.2 to UAL's Form 8-K filed as Annex A to UAL’s Definitive Proxy Statement filed April 25, 2014, Commission file number1-6033,May 30, 2023 and incorporated herein by reference)
107

†10.17*†10.42UALUAL
†10.18*†10.43UALUALContinental Airlines, Inc. 1998 Stock Incentive Plan (filed as Exhibit 4.3 to Continental’s FormS-8 Registration Statement (No.333-57297), Commission file number1-10323, and incorporated herein by reference)
*†10.44UALAmendment No. 1 to 1998 Incentive Plan, 1997 Incentive Plan and 1994 Incentive Plan (filed as Exhibit 10.2 to Continental’s  Quarterly Report on Form10-Q for the quarter ended June 30, 2001, Commission file no.1-10323, and incorporated herein by reference)
*†10.45UALAmendment to 1998 Incentive Plan, 1997 Incentive Plan and 1994 Incentive Plan (filed as Exhibit 10.5 to Continental’s Quarterly Report on Form10-Q for the quarter ended March 31, 2004, Commission file no.1-10323 and incorporated herein by reference)
*†10.46UALForm of Outside Director Stock Option Grant pursuant to the Continental Airlines, Inc. 1998 Incentive Plan (filed as Exhibit 10.12(c) to Continental’s Form10-K for the year ended December 31, 2006, Commission file number1-10323, and incorporated herein by reference)
*†10.47UALContinental Airlines, Inc. Incentive Plan 2000, as amended and restated (filed as Exhibit 10.1 to Continental’s Form10-Q for the quarter ended March 31, 2002, Commission file number1-10323, and incorporated herein by reference)
*†10.48UALAmendment to Incentive Plan 2000, dated as of March 12, 2004 (filed as Exhibit 10.6 to Continental’s Form10-Q for the quarter ended March 31, 2004, Commission file number1-10323, and incorporated herein by reference)
*†10.49UALSecond Amendment to Incentive Plan 2000, dated as of June 6, 2006 (filed as Exhibit 10.1 to Continental’s Form10-Q for the quarter ended June 30, 2006, Commission file number1-10323, and incorporated herein by reference)

*†10.50UALThird Amendment to Incentive Plan 2000, dated as of September 14, 2006 (filed as Exhibit 10.1 to Continental’s Form10-Q for the quarter ended September 30, 2006, Commission file number1-10323, and incorporated herein by reference)
*†10.51UALForm of Outside Director Stock Option Agreement pursuant to Incentive Plan 2000 (filed as Exhibit 10.14(b) to Continental’s Form10-K for the year ended December 31, 2000, Commission file number1-10323, and incorporated herein by reference)
*†10.52UALForm of Outside Director Stock Option Grant pursuant to Incentive Plan 2000 (filed as Exhibit 10.1 to Continental’s Form10-Q for the quarter ended March 31, 2008, Commission file number1-10323, and incorporated herein by reference)
*†10.53UALForm ofNon-Employee Director Option Grant Document pursuant to Continental Airlines, Inc. Incentive Plan 2010, as amended and restated through February 17, 2010 (filed as Exhibit 10.12(a) to Continental’s Form10-K for the year ended December 31, 2009, Commission file number1-10323, and incorporated herein by reference)
*†10.54UALUnited Air Lines, Inc. Management Cash Direct & Cash Match Program (amended and restated effective January  1, 2014) (filed as Exhibit 10.64 to UAL’s Form10-K for the year ended December 31, 2013, Commission file number1-10323, and incorporated herein by reference)
*†10.55UALUnited ContinentalAirlines Holdings, Inc. Executive Severance Plan (effective October 1, 2014) (filed as Exhibit 10.1 to UAL’s Form8-K filed June 20, 2014, Commission file number1-6033,Amended and incorporated herein by reference)
*†10.56UAL
United
Separation Agreement, dated as of February  9, 2017, by and among United Continental Holdings, Inc., United Airlines, Inc. and Julia Haywood (filed as Exhibit 10.2 to UAL’sForm 10-Q for the quarter ended March  31, 2017, Commission file number1-6033, and incorporated herein by reference)
*†10.57UALFirst Amendment to the United Continental Holdings, Inc. 2006 Director Equity Incentive Plan (as amended and restated on February  20, 2014) (filed as Exhibit 10.3 to UAL’sForm 10-Q for the quarter ended March  31, 2017, Commission file number1-6033, and incorporated herein by reference)
*†10.58UALUnited Continental Holdings, Inc. 2017Restated 2021 Incentive Compensation Plan (filed as Exhibit 10.1 to UAL’sUAL's Form 8-K filed on May 30, 2017, Commission file number1-6033,28, 2021 and incorporated herein by reference)
†10.19UAL
†10.20*†10.59UALUAL
†10.21*†10.60UALUAL
†10.22UAL
†10.23*†10.61UALUALUnited Continental Holdings, Inc. Performance-Based RSU Program (adopted pursuant to the United Continental Holdings, Inc. 2017 Incentive Compensation Plan) (filed as Exhibit 10.8 to UAL’s Form10-Q for the quarter ended June 30, 2017, Commission file number1-6033, and incorporated herein by reference)

*†10.62UALForm of Performance-Based RSU Award Notice pursuant to the United ContinentalAirlines Holdings, Inc. Performance-Based RSU Program (RelativePre-tax Margin awards)2021 Incentive Compensation Plan (filed as Exhibit 10.910.2 to UAL’sUAL's Form10-Q for the quarter ended June  30, 2017, Commission file number1-6033,March 31, 2022 and incorporated herein by reference)
†10.24†10.63UALUALUnited Continental Holdings, Inc. Annual Incentive Program (adopted pursuant to the United Continental Holdings, Inc. 2017 Incentive Compensation Plan)
†10.64UAL
*^10.65UAL
United
Airbus A350-900XWB Purchase Agreement, dated March 5, 2010, by and among Airbus S.A.S and United Air Lines. Inc.Plan (filed as Exhibit 10.2710.1 to UAL’sUAL's Form 10-Q for the quarter ended March 31, 2010, Commission file number1-6033,September 30, 2022 and incorporated herein by reference)
†10.25UAL
United
†10.26*^10.66UAL
United
UAL
United
^10.27*^10.67UAL
United
UAL
United
Letter Agreement No. 2 to the Airbus A350-900XWB Purchase Agreement, dated March  5, 2010, by and among Airbus S.A.S and United Air Lines. Inc. (filed as Exhibit 10.29 to UAL’sForm 10-Q for the quarter ended March 31, 2010, Commission file number1-6033, and incorporated herein by reference)
*^10.68UAL
United
*^10.69UAL
United
Letter Agreement No. 3 to the Airbus A350-900XWB Purchase Agreement, dated March  5, 2010, by and among Airbus S.A.S and United Air Lines. Inc. (filed as Exhibit 10.30 to UAL’sForm 10-Q for the quarter ended March 31, 2010, Commission file number1-6033, and incorporated herein by reference)
*^10.70UAL
United
Amended and Restated Letter Agreement No. 3 to the Airbus A350-900XWB Purchase Agreement, dated June  19, 2013 (filed as Exhibit 10.10 to UAL’s Form10-Q for the quarter ended June 30, 2013, Commission file number1-6033, and incorporated herein by reference)
*^10.71UAL
United
Letter Agreement No. 4 to the Airbus A350-900XWB Purchase Agreement, dated March  5, 2010, by and among Airbus S.A.S and United Air Lines. Inc. (filed as Exhibit 10.31 to UAL’sForm 10-Q for the quarter ended March 31, 2010, Commission file number1-6033, and incorporated herein by reference)
*^10.72UAL
United
Amended and Restated Letter Agreement No. 4 to the Airbus A350-900XWB Purchase Agreement, dated June  19, 2013 (filed as Exhibit 10.11 to UAL’s Form10-Q for the quarter ended June 30, 2013, Commission file number1-6033, and incorporated herein by reference)
*^10.73UAL
United
Letter Agreement No. 5 to the Airbus A350-900XWB Purchase Agreement, dated March  5, 2010, by and among Airbus S.A.S and United Air Lines. Inc. (filed as Exhibit 10.32 to UAL’sForm 10-Q for the quarter ended March 31, 2010, Commission file number1-6033, and incorporated herein by reference)

*^10.74UAL
United
Letter Agreement No. 6 to the Airbus A350-900XWB Purchase Agreement, dated March  5, 2010, by and among Airbus S.A.S and United Air Lines. Inc. (filed as Exhibit 10.33 to UAL’sForm 10-Q for the quarter ended March 31, 2010, Commission file number1-6033, and incorporated herein by reference)
*^10.75UAL
United
Letter Agreement No. 7 to the Airbus A350-900XWB Purchase Agreement, dated March  5, 2010, by and among Airbus S.A.S and United Air Lines. Inc. (filed as Exhibit 10.34 to UAL’sForm 10-Q for the quarter ended March 31, 2010, Commission file number1-6033, and incorporated herein by reference)
*^10.76UAL
United
Letter Agreement No. 8 to the Airbus A350-900XWB Purchase Agreement, dated March  5, 2010, by and among Airbus S.A.S and United Air Lines. Inc. (filed as Exhibit 10.35 to UAL’sForm 10-Q for the quarter ended March 31, 2010, Commission file number1-6033, and incorporated herein by reference)
*^10.77UAL
United
Letter Agreement No. 9 to the Airbus A350-900XWB Purchase Agreement, dated March  5, 2010, by and among Airbus S.A.S and United Air Lines. Inc. (filed as Exhibit 10.36 to UAL’sForm 10-Q for the quarter ended March 31, 2010, Commission file number1-6033, and incorporated herein by reference)
*^10.78UAL
United
Letter Agreement No. 10 to the Airbus A350-900XWB Purchase Agreement, dated March  5, 2010, by and among Airbus S.A.S and United Air Lines. Inc. (filed as Exhibit 10.37 to UAL’sForm 10-Q for the quarter ended March 31, 2010, Commission file number1-6033, and incorporated herein by reference)
*^10.79UAL
United
Letter Agreement No. 11 to the Airbus A350-900XWB Purchase Agreement, dated March  5, 2010, by and among Airbus S.A.S and United Air Lines. Inc. (filed as Exhibit 10.38 to UAL’sForm 10-Q for the quarter ended March 31, 2010, Commission file number1-6033, and incorporated herein by reference)
*^10.80UAL
United
Letter Agreement No. 12 to the Airbus A350-900XWB Purchase Agreement, dated March  5, 2010, by and among Airbus S.A.S and United Air Lines. Inc. (filed as Exhibit 10.39 to UAL’sForm 10-Q for the quarter ended March 31, 2010, Commission file number1-6033, and incorporated herein by reference)
*^10.81UAL
United
Letter Agreement No. 13 to the Airbus A350-900XWB Purchase Agreement, dated March  5, 2010, by and among Airbus S.A.S and United Air Lines. Inc. (filed as Exhibit 10.40 to UAL’sForm 10-Q for the quarter ended March 31, 2010, Commission file number1-6033, and incorporated herein by reference)
*^10.82UAL
United
Amendment No. 1 to the Airbus A350-900XWB Purchase Agreement, dated June  25, 2010, by and among Airbus S.A.S and United Air Lines, Inc. (filed as Exhibit 10.6 to UAL’sForm 10-Q for the quarter ended June 30, 2010, Commission file number1-6033, and incorporated herein by reference)
*^10.83UAL
United
Amendment No. 2 to the Airbus A350-900XWB Purchase Agreement, dated June 19, 2013 (filed as Exhibit 10.8 to UAL’s Form10-Q for the quarter ended June 30, 2013, Commission file number1-6033, and incorporated herein by reference)
*^10.84UAL
United
Amended and Restated Letter Agreement No. 5 to the Airbus A350-900XWB Purchase Agreement, dated June  19, 2013 (filed as Exhibit 10.12 to UAL’s Form10-Q for the quarter ended June 30, 2013, Commission file number1-6033, and incorporated herein by reference)
*^10.85UAL
United
Amended and Restated Letter Agreement No. 6 to the Airbus A350-900XWB Purchase Agreement, dated June  19, 2013 (filed as Exhibit 10.13 to UAL’s Form10-Q for the quarter ended June 30, 2013, Commission file number1-6033, and incorporated herein by reference)

*^10.86UAL
United
Amended and Restated Letter Agreement No. 7 to the Airbus A350-900XWB Purchase Agreement, dated June  19, 2013 (filed as Exhibit 10.14 to UAL’s Form10-Q for the quarter ended June 30, 2013, Commission file number1-6033, and incorporated herein by reference)
*^10.87UAL
United
Amended and Restated Letter Agreement No. 10 to the Airbus A350-900XWB Purchase Agreement, dated June  19, 2013 (filed as Exhibit 10.15 to UAL’s Form10-Q for the quarter ended June 30, 2013, Commission file number1-6033, and incorporated herein by reference)
*^10.88UAL
United
Amended and Restated Letter Agreement No. 12 to the Airbus A350-900XWB Purchase Agreement, dated June  19, 2013 (filed as Exhibit 10.16 to UAL’s Form10-Q for the quarter ended June 30, 2013, Commission file number1-6033, and incorporated herein by reference)
*^10.89UAL
United
Letter Agreement No. 14 to the Airbus A350-900XWB Purchase Agreement, dated May  6, 2016, between Airbus S.A.S. and United Airlines, Inc. (filed as Exhibit 10.6 to UAL’s Form10-Q for the quarter ended June  30, 2016, Commission file number1-6033, and incorporated herein by reference)
*^10.90UAL
United
Amendment No. 3, dated March 14, 2017, to Airbus A350-900XWB Purchase Agreement, dated March  5, 2010, between Airbus S.A.S. and United Airlines, Inc. (filed as Exhibit 10.1 to UAL’s Form10-Q for the quarter ended March  31, 2017, Commission file number1-6033, and incorporated herein by reference)
*^10.91UAL
United
Amended andRestated A350-900 Purchase Agreement, dated September 1, 2017, including letter agreements related thereto, between Airbus S.A.S. and United Airlines, Inc. (filed as Exhibit 10.1 to UAL’sUAL's Form10-Q for the quarter ended September 30, 2017, Commission file number1-6033,2023 and incorporated herein by reference)
^10.28*^10.92UAL
United
UAL
United
^10.29*^10.93UAL
United
UAL
United
108

^10.30*^10.94UAL
United
UAL
United
*^10.95UAL
United
Supplemental Agreement No. 3, including exhibit and side letter, to Purchase Agreement No. 1951, dated July  17, 1997 (filed as Exhibit 10.14(c) to Continental’s Form10-K for the year ended December 31, 1997, Commission file number1-10323,2022 and incorporated herein by reference)
^10.31*^10.96UAL
United
UAL
United
*^10.97UAL
United
Supplemental Agreement No. 5, including exhibits and side letters, to Purchase Agreement No. 1951, dated October  10, 1997 (filed as Exhibit 10.1 to Continental’s Form10-Q for the quarter ended June  30, 1998, Commission file number1-10323, and incorporated herein by reference)

*^10.98UAL
United
Supplemental Agreement No. 6, including exhibits and side letters, to Purchase Agreement No. 1951, dated July  30, 1998 (filed as Exhibit 10.1 to Continental’s Form10-Q for the quarter ended September 30, 1998, Commission file number1-10323,2023 and incorporated herein by reference)
^10.32*^10.99UAL
United
UAL
United
Supplemental Agreement No. 7, including side letters, to Purchase Agreement No. 1951, dated November  12, 1998 (filed as Exhibit 10.24(g) to Continental’s Form10-K for the year ended December  31, 1998, Commission file number1-10323, and incorporated herein by reference)
*^10.100UAL
United
Supplemental Agreement No. 8, including side letters, to Purchase Agreement No. 1951, dated December  7, 1998 (filed as Exhibit 10.24(h) to Continental’s Form10-K for the year ended December  31, 1998, Commission file number1-10323, and incorporated herein by reference)
*^10.101UAL
United
Letter Agreement No.6-1162-GOC-131R1 to Purchase Agreement No. 1951, dated March 26, 1998 (filed as Exhibit 10.1 to Continental’s Form10-Q for the quarter ended March 31, 1998, Commission file number1-10323, and incorporated herein by reference)
*^10.102UAL
United
Supplemental Agreement No. 9, including side letters, to Purchase Agreement No. 1951, dated February  18, 1999 (filed as Exhibit 10.4 to Continental’s Form10-Q for the quarter ended March  31, 1999, Commission file number1-10323, and incorporated herein by reference)
*^10.103UAL
United
Supplemental Agreement No. 10, including side letters, to Purchase Agreement No. 1951, dated March  19, 1999 (filed as Exhibit 10.4(a) to Continental’s Form10-Q for the quarter ended March  31, 1999, Commission file number1-10323, and incorporated herein by reference)
*^10.104UAL
United
Supplemental Agreement No. 11, including side letters, to Purchase Agreement No. 1951, dated March  14, 1999 (filed as Exhibit 10.7 to Continental’s Form10-Q for the quarter ended June  30, 1999, Commission file number1-10323, and incorporated herein by reference)
*^10.105UAL
United
Supplemental Agreement No. 12, including side letters, to Purchase Agreement No. 1951, dated July  2, 1999 (filed as Exhibit 10.8 to Continental’s Form10-Q for the quarter ended September  30, 1999, Commission file number1-10323, and incorporated herein by reference)
*^10.106UAL
United
Supplemental Agreement No. 13 to Purchase Agreement No. 1951, dated October  13, 1999 (filed as Exhibit 10.25(n) to Continental’s Form10-K for the year ended December  31, 1999, Commission file number1-10323, and incorporated herein by reference)
*^10.107UAL
United
Supplemental Agreement No. 14 to Purchase Agreement No. 1951, dated December  13, 1999 (filed as Exhibit 10.25(o) to Continental’s Form10-K for the year ended December  31, 1999, Commission file number1-10323, and incorporated herein by reference)
*^10.108UAL
United
Supplemental Agreement No. 15, including side letters, to Purchase Agreement No. 1951, dated January  13, 2000 (filed as Exhibit 10.1 to Continental���s Form10-Q for the quarter ended March  31, 2000, Commission file number1-10323, and incorporated herein by reference)
*^10.109UAL
United
Supplemental Agreement No. 16, including side letters, to Purchase Agreement No. 1951, dated March  17, 2000 (filed as Exhibit 10.2 to Continental’s Form10-Q for the quarter ended March  31, 2000, Commission file number1-10323, and incorporated herein by reference)

*^10.110UAL
United
Supplemental Agreement No. 17, including side letters, to Purchase Agreement No. 1951, dated May  16, 2000 (filed as Exhibit 10.2 to Continental’s Form10-Q for the quarter ended June  30, 2000, Commission file number1-10323, and incorporated herein by reference)
*^10.111UAL
United
Supplemental Agreement No. 18, including side letters, to Purchase Agreement No. 1951, dated September  11, 2000 (filed as Exhibit 10.6 to Continental’s Form10-Q for the quarter ended September  30, 2000, Commission file number1-10323, and incorporated herein by reference)
*^10.112UAL
United
Supplemental Agreement No. 19, including side letters, to Purchase Agreement No. 1951, dated October  31, 2000 (filed as Exhibit 10.20(t) to Continental’s Form10-K for the year ended December  31, 2000, Commission file number1-10323, and incorporated herein by reference)
*^10.113UAL
United
Supplemental Agreement No. 20, including side letters, to Purchase Agreement No. 1951, dated December  21, 2000 (filed as Exhibit 10.20(u) to Continental’s Form10-K for the year ended December  31, 2000, Commission file number1-10323, and incorporated herein by reference)
*^10.114UAL
United
Supplemental Agreement No. 21, including side letters, to Purchase Agreement No. 1951, dated March  30, 2001 (filed as Exhibit 10.1 to Continental’s Form10-Q for the quarter ended March  31, 2001, Commission file number1-10323, and incorporated herein by reference)
*^10.115UAL
United
Supplemental Agreement No. 22, including side letters, to Purchase Agreement No. 1951, dated May  23, 2001 (filed as Exhibit 10.3 to Continental’s Form10-Q for the quarter ended June  30, 2001, Commission file number1-10323, and incorporated herein by reference)
*^10.116UAL
United
Supplemental Agreement No. 23, including side letters, to Purchase Agreement No. 1951, dated June  29, 2001 (filed as Exhibit 10.4 to Continental’s Form10-Q for the quarter ended June  30, 2001, Commission file number1-10323, and incorporated herein by reference)
*^10.117UAL
United
Supplemental Agreement No. 24, including side letters, to Purchase Agreement No. 1951, dated August  31, 2001 (filed as Exhibit 10.11 to Continental’s Form10-Q for the quarter ended September  30, 2001, Commission file number1-10323, and incorporated herein by reference)
*^10.118UAL
United
Supplemental Agreement No. 25, including side letters, to Purchase Agreement No. 1951, dated December  31, 2001 (filed as Exhibit 10.22(z) to Continental’s Form10-K for the year ended December  31, 2001, Commission file number1-10323, and incorporated herein by reference)
*^10.119UAL
United
Supplemental Agreement No. 26, including side letters, to Purchase Agreement No. 1951, dated March  29, 2002 (filed as Exhibit 10.4 to Continental’s Form10-Q for the quarter ended March  31, 2002, Commission file number1-10323, and incorporated herein by reference)
*^10.120UAL
United
Supplemental Agreement No. 27, including side letters, to Purchase Agreement No. 1951, dated November  6, 2002 (filed as Exhibit 10.22(ab) to Continental’s Form10-K for the year ended December  31, 2002, Commission file number1-10323, and incorporated herein by reference)
*^10.121UAL
United
Supplemental Agreement No. 28, including side letters, to Purchase Agreement No. 1951, dated April  1, 2003 (filed as Exhibit 10.6 to Continental’s Form10-Q for the quarter ended March  31, 2003, Commission file number1-10323, and incorporated herein by reference)

*^10.122UAL
United
Supplemental Agreement No. 29, including side letters, to Purchase Agreement No. 1951, dated August  19, 2003 (filed as Exhibit 10.2 to Continental’s Form10-Q for the quarter ended September  30, 2003, Commission file number1-10323, and incorporated herein by reference)
*^10.123UAL
United
Supplemental Agreement No. 30 to Purchase Agreement No. 1951, dated November  4, 2003 (filed as Exhibit 10.23(ae) to Continental’s Form10-K for the year ended December  31, 2003, Commission file number1-10323, and incorporated herein by reference)
*^10.124UAL
United
Supplemental Agreement No. 31 to Purchase Agreement No. 1951, dated August  20, 2004 (filed as Exhibit 10.4 to Continental’s Form10-Q for the quarter ended September  30, 2004, Commission file number1-10323, and incorporated herein by reference)
*^10.125UAL
United
Supplemental Agreement No. 32, including side letters, to Purchase Agreement No. 1951, dated December  29, 2004 (filed as Exhibit 10.21(ag) to Continental’s Form10-K for the year ended December  31, 2004, Commission file number1-10323, and incorporated herein by reference)
*^10.126UAL
United
Supplemental Agreement No. 33, including side letters, to Purchase Agreement No. 1951, dated December  29, 2004 (filed as Exhibit 10.21(ah) to Continental’s Form10-K for the year ended December  31, 2004, Commission file number1-10323, and incorporated herein by reference)
*^10.127UAL
United
Supplemental Agreement No. 34 to Purchase Agreement No. 1951, dated June  22, 2005 (filed as Exhibit 10.3 to Continental’s Form10-Q for the quarter ended June  30, 2005, Commission file number1-10323, and incorporated herein by reference)
*^10.128UAL
United
Supplemental Agreement No. 35 to Purchase Agreement No. 1951, dated June  30, 2005 (filed as Exhibit 10.4 to Continental’s Form10-Q for the quarter ended June  30, 2005, Commission file number1-10323, and incorporated herein by reference)
*^10.129UAL
United
Supplemental Agreement No. 36 to Purchase Agreement No. 1951, dated July  28, 2005 (filed as Exhibit 10.1 to Continental’s Form10-Q for the quarter ended September  30, 2005, Commission file number1-10323, and incorporated herein by reference)
*^10.130UAL
United
Supplemental Agreement No. 37 to Purchase Agreement No. 1951, dated March  30, 2006 (filed as Exhibit 10.2 to Continental’s Form10-Q for the quarter ended March  31, 2006, Commission file number1-10323, and incorporated herein by reference)
*^10.131UAL
United
Supplemental Agreement No. 38 to Purchase Agreement No. 1951, dated June  6, 2006 (filed as Exhibit 10.3 to Continental’s Form10-Q for the quarter ended June  30, 2006, Commission file number1-10323, and incorporated herein by reference)
*^10.132UAL
United
Supplemental Agreement No. 39 to Purchase Agreement No. 1951, dated August  3, 2006 (filed as Exhibit 10.4 to Continental’s Form10-Q for the quarter ended September  30, 2006, Commission file number1-10323, and incorporated herein by reference)
*^10.133UAL
United
Supplemental Agreement No. 40 to Purchase Agreement No. 1951, dated December  5, 2006 (filed as Exhibit 10.23(ao) to Continental’s Form10-K for the year ended December  31, 2006, Commission file number1-10323, and incorporated herein by reference)

*^10.134UAL
United
Supplemental Agreement No. 41 to Purchase Agreement No. 1951, dated June  1, 2007 (filed as Exhibit 10.1 to Continental’s Form10-Q for the quarter ended June  30, 2007, Commission file number1-10323, and incorporated herein by reference)
*^10.135UAL
United
Supplemental Agreement No. 42 to Purchase Agreement No. 1951, dated June  12, 2007 (filed as Exhibit 10.2 to Continental’s Form10-Q for the quarter ended June  30, 2007, Commission file number1-10323, and incorporated herein by reference)
*^10.136UAL
United
Supplemental Agreement No. 43 to Purchase Agreement No. 1951, dated July  18, 2007 (filed as Exhibit 10.1 to Continental’s Form10-Q for the quarter ended September  30, 2007, Commission file number1-10323, and incorporated herein by reference)
*^10.137UAL
United
Supplemental Agreement No. 44 to Purchase Agreement No. 1951, dated December  7, 2007 (filed as Exhibit 10.21(as) to Continental’s Form10-K for the year ended December  31, 2007, Commission file number1-10323, and incorporated herein by reference)
*^10.138UAL
United
Supplemental Agreement No. 45 to Purchase Agreement No. 1951, dated February  20, 2008 (filed as Exhibit 10.2 to Continental’s Form10-Q for the quarter ended March  31, 2008, Commission file number1-10323, and incorporated herein by reference)
*^10.139UAL
United
Supplemental Agreement No. 46 to Purchase Agreement No. 1951, dated June  25, 2008 (filed as Exhibit 10.5 to Continental’s Form10-Q for the quarter ended June  30, 2008, Commission file number1-10323, and incorporated herein by reference)
*^10.140UAL
United
Supplemental Agreement No. 47 to Purchase Agreement No. 1951, dated October  30, 2008 (filed as Exhibit 10.21(av) to Continental’s Form10-K for the year ended December  31, 2008, Commission file number1-10323, and incorporated herein by reference)
*^10.141UAL
United
Supplemental Agreement No. 48 to Purchase Agreement No. 1951, dated January  29, 2009 (filed as Exhibit 10.3 to Continental’s Form10-Q for the quarter ended June  30, 2009, Commission file number1-10323, and incorporated herein by reference)
*^10.142UAL
United
Supplemental Agreement No. 49 to Purchase Agreement No. 1951, dated May  1, 2009 (filed as Exhibit 10.4 to Continental’s Form10-Q for the quarter ended June  30, 2009, Commission file number1-10323, and incorporated herein by reference)
*^10.143UAL
United
Supplemental Agreement No. 50 to Purchase Agreement No. 1951, dated July  23, 2009 (filed as Exhibit 10.2 to Continental’s Form10-Q for the quarter ended September  30, 2009, Commission file number1-10323, and incorporated herein by reference)
*^10.144UAL
United
Supplemental Agreement No. 51 to Purchase Agreement No. 1951, dated August  5, 2009 (filed as Exhibit 10.3 to Continental’s Form10-Q for the quarter ended September  30, 2009, Commission file number1-10323, and incorporated herein by reference)

*^10.145UAL
United
Supplemental Agreement No. 52 to Purchase Agreement No. 1951, dated August  31, 2009 (filed as Exhibit 10.4 to Continental’s Form10-Q for the quarter ended September  30, 2009, Commission file number1-10323, and incorporated herein by reference)
*^10.146UAL
United
Supplemental Agreement No. 53 to Purchase Agreement No. 1951, dated December  23, 2009 (filed as Exhibit 10.22(bb) to Continental’s Form10-K for the year ended December  31, 2009, Commission file number1-10323, and incorporated herein by reference)
*^10.147UAL
United
Supplemental Agreement No. 54 to Purchase Agreement No. 1951, dated March  2, 2010 (filed as Exhibit 10.2 to Continental’s Form10-Q for the quarter ended March  31, 2010, Commission file number1-10323, and incorporated herein by reference)
*^10.148UAL
United
Supplemental Agreement No. 55 to Purchase Agreement No. 1951, dated March  31, 2010 (filed as Exhibit 10.3 to Continental’s Form10-Q for the quarter ended March  31, 2010, Commission file number1-10323, and incorporated herein by reference)
*^10.149UAL
United
Supplemental Agreement No. 56 to Purchase Agreement No. 1951, dated August  12, 2010 (filed as Exhibit 10.4 to Continental’s Form10-Q for the quarter ended September  30, 2010, Commission File Number1-10323, and incorporated herein by reference)
*^10.150UAL
United
Supplemental Agreement No. 57 to Purchase Agreement No. 1951, dated March 2, 2011 (filed as Exhibit 10.1 to UAL’s Form10-Q for the quarter ended March 31, 2011, Commission file number1-6033, and incorporated herein by reference)
*^10.151UAL
United
Supplemental Agreement No. 58 to Purchase Agreement No. 1951, dated January  6, 2012 (filed as Exhibit 10.1 to UAL’s Form10-Q for the quarter ended March 31, 2012, Commission file number1-6033, and incorporated herein by reference)
*^10.152UAL
United
Supplemental Agreement No. 59 to Purchase Agreement No. 1951, dated July  12, 2012 (filed as Exhibit 10.5 to UAL’s Form10-Q for the quarter ended September  30, 2012, Commission file number1-6033, and incorporated herein by reference)
*^10.153UAL
United
Supplemental Agreement No. 60 to Purchase Agreement No. 1951, dated November  7, 2012 (filed as Exhibit 10.2 to UAL’s Form10-Q for the quarter ended June 30, 2013, Commission file number1-6033, and incorporated herein by reference)
*^10.154UAL
United
Supplemental Agreement No. 61 to Purchase Agreement No. 1951, dated September  11, 2013 (filed as Exhibit 10.1 for the quarter ended September 30, 2013, Commission file number1-6033, and incorporated herein by reference)
*^10.155UAL
United
Supplemental Agreement No. 62 to Purchase Agreement No. 1951, dated January  14, 2015 (filed as Exhibit 10.3 for the quarter ended March 31, 2015, Commission file number1-6033, and incorporated herein by reference)
*^10.156UAL
United
Supplemental Agreement No. 63 to Purchase Agreement No. 1951, dated May  26, 2015 (filed as Exhibit 10.1 for the quarter ended June 30, 2015, Commission file number1-10323, and incorporated herein by reference)
*^10.157UAL
United
Supplemental Agreement No. 64 to Purchase Agreement No. 1951, dated June  12, 2015 (filed as Exhibit 10.2 for the quarter ended June 30, 2015, Commission file number1-10323, and incorporated herein by reference)

*^10.158UAL
United
Aircraft General Terms Agreement, dated as of October 10, 1997, by and among Continental Airlines, Inc. and The Boeing Company (filed as Exhibit 10.1510.2 to Continental’sUAL's Form10-K for the year ended December  31, 1997, Commission File Number1-10323, and incorporated herein by reference)
*^10.159UAL
United
Letter Agreement6-1162-CHL-048, dated February 8, 2002, by and among Continental and Boeing (filed as Exhibit 10.44 to Continental’s Form10-K for the year ended December 31, 2001, Commission file number1-10323, and incorporated herein by reference)
*^10.160UAL
United
Purchase Agreement No. 2484, including exhibits and side letters, dated December  29, 2004, by and among Continental and Boeing (filed as Exhibit 10.27 to Continental’s Form10-K for the year ended December  31, 2004, Commission file number1-10323, and incorporated herein by reference)
*^10.161UAL
United
Supplemental Agreement No. 1 to Purchase Agreement No. 2484, dated June  30, 2005 (filed as Exhibit 10.5 to Continental’s Form10-Q for the quarter ended June  30, 2005, Commission file number1-10323, and incorporated herein by reference)
*^10.162UAL
United
Supplemental Agreement No. 2, including exhibits and side letters, to Purchase Agreement No. 2484, dated January  20, 2006 (filed as Exhibit 10.27(b) to Continental’s Form10-K for the year ended December  31, 2005, Commission file number1-10323, and incorporated herein by reference)
*^10.163UAL
United
Supplemental Agreement No. 3 to Purchase Agreement No. 2484, dated May  3, 2006 (filed as Exhibit 10.4 to Continental’s Form10-Q for the quarter ended June  30, 2006, Commission file number1-10323, and incorporated herein by reference)
*^10.164UAL
United
Supplemental Agreement No. 4 to Purchase Agreement No. 2484, dated July  14, 2006 (filed as Exhibit 10.5 to Continental’s Form10-Q for the quarter ended September 30, 2006, Commission file number1-10323,2023 and incorporated herein by reference)
^10.33*^10.165UAL
United
UAL
United
*^10.166UAL
United
Supplemental Agreement No. 6 to Purchase Agreement No. 2484, dated October  22, 2008 (filed as Exhibit 10.25(f) to Continental’s Form10-K for the year ended December  31, 2008, Commission file number1-10323, and incorporated herein by reference)
*^10.167UAL
United
Supplemental Agreement No. 7 to Purchase Agreement No. 2484, dated November  7, 2012 (filed as Exhibit 10.179 to UAL’s Form10-K for the year ended December 31, 2012, Commission file number1-6033, and incorporated herein by reference)
*^10.168UAL
United
Supplemental Agreement No. 8 to Purchase Agreement No. 2484, dated June  17, 2013 (filed as Exhibit 10.4 to UAL’s Form10-Q for the quarter ended June 30, 2013, Commission file number1-6033, and incorporated herein by reference)
*^10.169UAL
United
Supplemental Agreement No. 9 to Purchase Agreement No. 2484, dated June  6, 2014 (filed as Exhibit 10.4 to UAL’s Form10-Q for the quarter ended June 30, 2014, Commission file number1-6033, and incorporated herein by reference)

*^10.170UAL
United
Supplemental Agreement No. 10 to Purchase Agreement No. 2484, dated January  14, 2015 (filed as Exhibit 10.4 to UAL’s Form10-Q for the quarter ended March 31, 2015, Commission file number1-6033, and incorporated herein by reference)
*^10.171UAL
United
Supplemental Agreement No. 11 to Purchase Agreement No. 2484, dated April  30, 2015 (filed as Exhibit 10.3 to UAL’s Form10-Q for the quarter ended June 30, 2015, Commission file number1-10323, and incorporated herein by reference)
*^10.172UAL
United
Amended and Restated Letter Agreement No. 11, dated August  8, 2005, by and among Continental and General Electric Company (filed as Exhibit 10.3 to Continental’s Form10-Q for the quarter ended September 30, 2005, Commission file number1-10323, and incorporated herein by reference)
*^10.173UAL
United
Agreement, dated May  7, 2003, by and among Continental and the United States of America, acting through the Transportation Security Administration (filed as Exhibit 10.1 to Continental’s Form10-Q for the quarter ended June 30, 2003, Commission file number1-10323, and incorporated herein by reference)
*^10.174UAL
United
Purchase Agreement No.PA-03784, dated July  12, 2012, between The Boeing Company and United Air Lines, Inc. (filed as Exhibit 10.1 to UAL’s Form10-Q for the quarter ended September 30, 2012, Commission file number1-6033, and incorporated herein by reference)
*^10.175UAL
United
Supplemental Agreement No. 01 to Purchase Agreement No.PA-03784, dated September  27, 2012 (filed as Exhibit 10.2 to UAL’s Form10-Q for the quarter ended September  30, 2012, Commission file number1-6033, and incorporated herein by reference)
*^10.176UAL
United
Supplemental Agreement No. 02 to Purchase Agreement NumberPA-03784, dated March  1, 2013 (filed as Exhibit 10.3 to UAL’s Form10-Q for the quarter ended June 30, 2013, Commission file number1-6033, and incorporated herein by reference)
*^10.177UAL
United
Supplemental Agreement No. 03 to Purchase Agreement NumberPA-03784, dated June  27, 2013 (filed as Exhibit 10.7 to UAL’s Form10-Q for the quarter ended June 30, 2013, Commission file number1-6033, and incorporated herein by reference)
*^10.178UAL
United
Supplemental Agreement No. 04 to Purchase Agreement NumberPA-03784, dated September  11, 2013 (filed as Exhibit 10.2 to UAL’s Form10-Q for the quarter ended September  30, 2013, Commission file number1-6033, and incorporated herein by reference)
*^10.179UAL
United
Supplemental Agreement No. 05 to Purchase Agreement NumberPA-03784, dated March  3, 2014 (filed as Exhibit 10.2 to UAL’s Form10-Q for the quarter ended June 30, 2014, Commission file number1-6033 and incorporated herein by reference)
*^10.180UAL
United
Supplemental Agreement No. 06 to Purchase Agreement NumberPA-03784, dated June  6, 2014 (filed as Exhibit 10.3 to UAL’s Form10-Q for the quarter ended June 30, 2014, Commission file number1-6033, and incorporated herein by reference)
*^10.181UAL
United
Supplemental Agreement No. 07 to Purchase Agreement NumberPA-03784, dated May  26, 2015 (filed as Exhibit 10.6 to UAL’s Form10-Q for the quarter ended June 30, 2015, Commission file number1-10323 and incorporated herein by reference)

*^10.182UAL
United
Supplemental Agreement No. 08 to Purchase Agreement NumberPA-03784, dated June  12, 2015 (filed as Exhibit 10.7 to UAL’s Form10-Q for the quarter ended June 30, 2015, Commission file number1-10323 and incorporated herein by reference)
*^10.183UAL
United
Supplemental Agreement No. 9 to Purchase Agreement No. 03784, dated January  20, 2016, between The Boeing Company and United Airlines, Inc. (filed as Exhibit 10.2 to UAL’s Form10-Q for the quarter ended March  31, 2016, Commission file number1-6033, and incorporated herein by reference)
*^10.184UAL
United
Supplemental Agreement No. 10 to Purchase Agreement No. 03784, dated February  8, 2016, between The Boeing Company and United Airlines, Inc. (filed as Exhibit 10.4 to UAL’s Form10-Q for the quarter ended March  31, 2016, Commission file number1-6033, and incorporated herein by reference)
*^10.185UAL
United
Supplemental Agreement No. 11 to Purchase Agreement Number No. 03784, dated March  7, 2016, between The Boeing Company and United Airlines, Inc. (filed as Exhibit 10.6 to UAL’s Form10-Q for the quarter ended March  31, 2016, Commission file number1-6033, and incorporated herein by reference)
*^10.186UAL
United
Supplemental Agreement No. 12 to Purchase Agreement No. 03784, dated June  24, 2016, between The Boeing Company and United Airlines, Inc. (filed as Exhibit 10.7 to UAL’s Form10-Q for the quarter ended June  30, 2016, Commission file number1-6033, and incorporated herein by reference)
*^10.187UAL
United
Supplemental Agreement No. 13 to Purchase Agreement No. 03784, dated December  27, 2016, between The Boeing Company and United Airlines, Inc. (filed as Exhibit 10.174 to UAL’s Form10-K for the year ended December  31, 2016, Commission file number1-6033, and incorporated herein by reference)
*^10.188UAL
United
Purchase Agreement No.PA-03776, dated July 12, 2012, between The Boeing Company and United Continental Holdings, Inc. (filed as Exhibit 10.3 to UAL’sUAL's Form10-Q for the quarter ended September 30, 2012, Commission file number1-6033,2023 and incorporated herein by reference)
^10.34*^10.189UAL
United
UAL
United
^10.35*^10.190UAL
United
UAL
United
^10.36*^10.191UAL
United
UAL
United
^10.37UAL
United
^10.38*^10.192UAL
United
UAL
United
^10.39*^10.193UAL
United
UAL
United
Supplemental Agreement No. 04 to Purchase Agreement No. 03776, dated June  12, 2015 (filed as Exhibit 10.5 to UAL’s Form10-Q for the quarter ended June 30, 2015, Commission file number1-10323, and incorporated herein by reference)

*^10.194UAL
United
Supplemental Agreement No. 5 to Purchase Agreement No. 03776, dated as of January 20, 2016, between The Boeing Company and United Airlines, Inc. (filed as Exhibit 10.110.9 to UAL’sUAL's Form10-Q for the quarter ended March  31, 2016, Commission file number1-6033,September 30, 2023 and incorporated herein by reference)
^10.40*^10.195UAL
United
UAL
United
^10.41*^10.196UAL
United
UAL
United
^10.42*^10.197UAL
United
UAL
United
109

^10.43*^10.198UAL
United
UAL
United
^10.44UAL
United
^10.45UAL
United
^10.46UAL
United
^10.47UAL
United
^10.48UAL
United
^10.49*^10.199UAL
United
UAL
United
^10.50UAL
United
^10.51*^10.200UAL
United
^10.52UAL
United
UAL
^10.53UAL
United
^10.54UAL
United
^10.55UAL
United
^10.56UAL
United
110

^10.57UAL
United
^10.58*^10.201UAL
United
UAL
United
^10.59*^10.202UAL
United
UAL
United
^10.60*^10.203UAL
United
UAL
United
^10.61*^10.204UAL
United
UAL
United

^10.62*^10.205UAL
United
UAL
United
^10.63*^10.206UAL
United
UAL
United
^10.64*^10.207UAL
United
UAL
United
^10.65*^10.208UAL
United
UAL
United
^10.66*^10.209UAL
United
UAL
United
^10.67*^10.210UAL
United
UAL
United
^10.68UAL
United
^10.69UAL
United
^10.70*^10.211UAL
United
111

^10.71UAL
United
UAL
^10.72UAL
United
^10.73UAL
United
^10.74*^10.212UAL
United
UAL
United
^10.75UAL
United
^10.76UAL
United
^10.77UAL
United
^10.78  *10.213UAL
United
UAL
United
  *10.214UAL
United
First Amendment to Credit and Guaranty Agreement, dated as of March 27, 2014 (filed as Exhibit 10.1 to UAL’s Form10-Q for the quarter ended March 31, 2014, Commission file number1-6033, and incorporated herein by reference)

  *10.215UAL
United
Second Amendment to Credit and Guaranty Agreement,No. 2, dated as of July 25, 2014 (filed as Exhibit 10.1 to UAL’s Form8-K filed September 19, 2014, Commission file number1-6033,1, 2022, between Airbus S.A.S. and incorporated herein by reference)United Airlines, Inc.
^10.79  *10.216UAL
United
UAL
United
  *10.217UAL
United
Fourth Amendment to Credit and Guaranty Agreement,No. 04761, dated as of May 24, 201615, 2018, between The Boeing Company and United Airlines, Inc. (filed as Exhibit 10.410.5 to UAL’sUAL's Form10-Q for the quarter ended June 30, 2016, Commission file number1-6033,2021 and incorporated herein by reference)
^10.80UAL
United
^10.81  *10.218UAL
United
^10.82UAL
United
UAL
^10.83UAL
United
^10.84UAL
United
^10.85UAL
United
112

^10.86UAL
United
^10.87UAL
United
^10.88UAL
United
^10.89UAL
United
^10.90UAL
United
^10.91UAL
United
^10.92UAL
United
^10.93UAL
United
^10.94UAL
United
^10.95UAL
United
^10.96UAL
United
^10.97UAL
United
^10.98UAL
United
^10.99UAL
United
113

^10.100UAL
United
^10.101UAL
United
^10.102UAL
United
^10.103UAL
United
^10.104UAL
United
^10.105UAL
United
^10.106UAL
United
^10.107UAL
United
^10.108UAL
United
^10.109UAL
United
10.110UAL
United
10.111    10.219UAL
United
UAL
United
10.112UAL
United

Computation

114

10.113    12.1UAL
United
UAL
    12.2UnitedApril 20, 2020, between United Airlines, Inc. and Subsidiary Companies Computationthe United States Department of Ratio of Earningsthe Treasury (filed as Exhibit 10.1 to Fixed ChargesUAL's Form 8-K filed April 23, 2020 and incorporated herein by reference)
*10.114UAL
United
10.115UAL
United
*10.116UAL
United
Restatement Agreement, dated as of November 6, 2020, to that certain Loan and Guarantee Agreement, dated as of September 28, 2020, among United Airlines, Inc., United Airlines Holdings, Inc., the guarantors party thereto from time to time, The United States Department of the Treasury, as initial lender, and the Bank of New York Mellon, as administrative agent and collateral agent (and including the Loan and Guarantee Agreement dated as of September 28, 2020, and as amended and restated as of November 6, 2020, among United Airlines, Inc., as Borrower, the guarantors party thereto from time to time, The United States Department of the Treasury and The Bank of New York Mellon, as administrative agent) (filed as Exhibit 10.73 to UAL's Form 10-K for the year ended December 31, 2020 and incorporated herein by reference)
10.117UAL
United

10.118UAL
United
10.119UAL
United
10.120UAL
United
10.121UAL
United
10.122UAL
United
115

10.123UAL
United
List of Subsidiaries

21    21UAL
United

UAL

United

Consents of Experts and Counsel

23.1    23.1UALUAL
23.2    23.2UnitedUnited
Rule 13a-14(a)/15d-14(a) Certifications

Rule13a-14(a)/15d-14(a) Certifications

31.1UAL
    31.1UAL
31.2    31.2UALUAL
31.3    31.3UnitedUnited
31.4    31.4UnitedUnited

Section 1350 Certifications

32.1    32.1UALUAL
32.2    32.2UnitedUnited
Policy Relating to Recovery of Erroneously Awarded Compensation
97.1UAL

Interactive Data File

101  101

UAL


United

The following materialsfinancial statements from eachthe combined Annual Report of United Continental Holdings, Inc.‘sUAL and United Airlines, Inc.‘s Annual Reports on Form10-K for the year ended December 31, 2017,2023, formatted in XBRL (Extensible Business Reporting Language):Inline XBRL: (i) the Statements of Consolidated Operations, (ii) the Statements of Consolidated Comprehensive Income (Loss), (iii) the Consolidated Balance Sheets, (iv) the Statements of Consolidated Cash Flows, (v) the Statements of Consolidated Stockholders’Stockholders' Equity (Deficit) and (vi) the Combined Notes to Condensed Consolidated Financial Statements.Statements, tagged as blocks of text and including detailed tags.

*Previously filed.
Indicates management contract or compensatory plan or arrangement. Pursuant to Item 601(b)(10), United is permitted to omit certain compensation-related exhibits from this report and therefore only UAL is identified as the registrant for purposes of those items.
^Confidential portion of this exhibit has been omitted and filed separately with the SEC pursuant to a request for confidential treatment.

116

ITEM 16.
104FORM10-K SUMMARY.UAL
United
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

None.


†    Indicates management contract or compensatory plan or arrangement. Pursuant to Item 601(b)(10), United is permitted to omit certain compensation-related exhibits from this report and therefore only UAL is identified as the registrant for purposes of those items.
^    Portions of the referenced exhibit have been omitted pursuant to Item 601(b) of Regulation S-K.
*    Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be furnished on a supplemental basis to the Securities and Exchange Commission upon request.



117

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

UNITED CONTINENTALAIRLINES HOLDINGS, INC.


UNITED AIRLINES, INC.


(Registrants)

By:/s/ Michael Leskinen

 By:

 /s/ Andrew C. Levy

Michael Leskinen

 Andrew C. Levy

Executive Vice President and Chief Financial

Officer

Date:February 29, 2024

Date: February 22, 2018



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of United ContinentalAirlines Holdings, Inc. and in the capacities and on the date indicated.

118

Signature                     Capacity                         

Signature                     

Capacity                     

/s/ J. Scott Kirby

 /s/ Oscar Munoz

 Oscar Munoz

Chief Executive Officer, Director

J. Scott Kirby(Principal Executive Officer)

 /s/ Andrew C. Levy

 Andrew C. Levy

/s/ Michael Leskinen

Executive Vice President and Chief Financial Officer

Michael Leskinen(Principal Financial Officer)

 /s//s/ Chris Kenny

 Chris Kenny

Vice President and Controller

Chris Kenny(Principal Accounting Officer)

 /s//s/ Rosalind G. Brewer

Director
Rosalind G. Brewer
/s/ Carolyn Corvi

 Carolyn Corvi

Director

Carolyn Corvi

 /s/ Jane C. Garvey

 Jane C. Garvey

/s/ Matthew Friend

Director

Matthew Friend
/s/ Barney HarfordDirector

 /s/ Barney Harford

 Barney Harford

/s/ Michele J. Hooper

Director

Michele J. Hooper

 /s/ Todd M. Insler

 Todd M. Insler

/s/ Walter Isaacson

Director

Walter Isaacson
119

/s/ Richard JohnsenDirector

 /s/ Walter Isaacson

 Walter Isaacson

Richard Johnsen

Director

Signature                     

Capacity                     

 /s//s/ James A.C. Kennedy

Director
James A.C. Kennedy

Director

 /s/ Robert A. Milton

 Robert A. Milton

Director

 /s/ William R. Nuti

 William R. Nuti

Director

 /s/ Sito Pantoja

 Sito Pantoja

Director

 /s//s/ Edward M. Philip

Director
Edward M. Philip

Director

 /s//s/ Edward L. Shapiro

Director
Edward L. Shapiro

Director

/s/ Laysha WardDirector

 /s/ Laurence E. Simmons

 Laurence E. Simmons

Laysha Ward

Director

 /s/ David J. Vitale

 David J. Vitale

Director

 /s//s/ James M. Whitehurst

Director
James M. Whitehurst

/s/ Anne Worster

Director

Anne Worster


Date:February 29, 2024

Date:    February 22, 2018



























120

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of United Airlines, Inc. and in the capacities and on the date indicated.

Signature                     Capacity                         

Signature                     

Capacity                     

/s/ J. Scott Kirby

 /s/ Oscar Munoz

 Oscar Munoz

Chief Executive Officer, Director

J. Scott Kirby(Principal Executive Officer)

 /s/ Andrew C. Levy

 Andrew C. Levy

/s/ Michael Leskinen

Executive Vice President and Chief Financial Officer, Director

Michael Leskinen(Principal Financial Officer)

 /s//s/ Chris Kenny

 Chris Kenny

Vice President and Controller

Chris Kenny(Principal Accounting Officer)

 /s/ Gregory L./s/ Brett J. Hart

 Gregory L. Hart

Director

Brett J. Hart

 /s/ J. Scott Kirby

 J. Scott Kirby

Date:

Director

February 29, 2024

Date:    February 22, 2018




121

Schedule II

Valuation and Qualifying Accounts

For the Years Ended December 31, 2017, 20162023, 2022 and 2015

(In millions)

 

Description

  Balance at
Beginning of
Period
   Additions
Charged to
Costs and
Expenses
   Deductions
(a)
   Other   Balance at
End of
Period
 

Allowance for doubtful accounts—UAL and United:

          

2017

   $10     $20     $23     $—     $ 

2016

   18     18     26     —     10  

2015

   22     25     29     —     18  

Obsolescence allowance—spare parts—UAL and United:

          

2017

   $295     $75     $17     $    $354  

2016

   235     61     16     15     295  

2015

   169     38     —     28     235  

Valuation allowance for deferred tax assets—UAL:

          

2017

   $68     $11      $27     $11     $63  

2016

   48     47     27     —     68  

2015

   4,751     —     4,703     —     48  

Valuation allowance for deferred tax assets—United:

          

2017

   $68     $11     $27     $11     $63  

2016

   48     47     27     —     68  

2015

   4,721     —     4,673     —     48  

(a) Deduction from reserve for purpose for which reserve was created.

135

2021 

(In millions)
 
Description
Balance at
Beginning of
Period
Additions
Charged to
Costs and
Expenses
DeductionsOtherBalance at
End of
Period
Allowance for credit losses - receivables:
2023$11 $27 $23 $$18 
202228 22 39 — 11 
202178 53 — 28 
Obsolescence allowance—spare parts:
2023$610 $102 $23 $— $689 
2022546 73 — 610 
2021478 79 11 — 546 
Allowance for credit losses - investments in affiliates and other:
2023$21 $20 $— $(3)$38 
2022622 20 539 (82)21 
2021522 — 99 622 
Valuation allowance for deferred tax assets:
2023$199 $(21)$— $$179 
2022210 (10)— (1)199 
2021247 (38)— 210 

122