What changed in this filing

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Item 1. Business

2023-02-16 compared with 2022-02-18 · 249 added, 206 removed, 363 unchanged (56% of the section changed)

United Airlines Holdings, Inc.

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

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

(together with its consolidated subsidiaries, "United").

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As discussed under Alliances below, United is a member of Star Alliance, the world's largest alliance network.

COVID-19 Impact.

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

The Company has seen increasing demand for travel both domestically and in countries where entry is permitted compared to demand at the start of the COVID-19 pandemic;

however, as the situation surrounding the COVID-19 pandemic remains fluid, the pandemic has

continued to negatively impact travel demand.

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

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

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

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

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

In the second quarter of 2021, United announced its United Next plan, which we believe will have a transformational effect on the customer experience and earnings power of the business.

It is expected to increase United's average gauge in North America, the total number of available seats per departure, by almost 30% by 2026 versus 2019, as well as significantly lower carbon emissions per seat.

New aircraft will come with a new signature interior that includes seat-back entertainment in every seat, larger overhead bins for every passenger's carry-on bag and the industry's fastest available in-flight WiFi, as well as a bright look-and-feel with LED lighting.

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

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 significant sustainability benefits compared to older planes:

an expected 11% overall improvement in fuel efficiency and an expected 17-20% lower carbon emission per seat compared to older planes.

We believe 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.

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

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

In December 2022, we announced the largest widebody order by a U.S.

carrier in commercial aviation history (100 Boeing 787 Dreamliners with

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

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

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 will retrofit 100% of 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 WiFi, 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's business and operations are dependent on its regional flight network, with regional capacity accounting for approximately 8% of the Company's total capacity for the year ended December 31, 2022.

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This regional service complements our operations by carrying traffic that connects to our hubs and allows flights to smaller cities that cannot be provided economically with mainline aircraft.

Champlain Enterprises, LLC d/b/a CommutAir ("CommutAir"), Republic Airways Inc.

CommuteAir LLC ("CommuteAir"), Republic Airways Inc.

("Republic"), GoJet Airlines LLC ("GoJet"), Mesa Airlines, Inc.

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("SkyWest") and Air Wisconsin Airlines LLC ("Air Wisconsin") are all regional carriers that operate with capacity contracted to United under capacity purchase agreements ("CPAs").

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

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

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United is a member of Star Alliance, a global integrated airline network and the largest and most comprehensive airline alliance in the world.

Despite the global challenges posed by the COVID-19 pandemic, Star Alliance carriers continued to serve more than 1,000 airports in 186 countries with close to 15,000 daily departures as of January 1, 2022.

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

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

In 2022, Star Alliance carriers continued to serve more than 1,200 airports in 184 countries with approximately 14,000 average daily departures.

("Avianca"), Brussels Airlines, Copa Airlines, Croatia Airlines, EGYPTAIR, Ethiopian Airlines, EVA Air, LOT Polish Airlines, Lufthansa, SAS Scandinavian Airlines, Shenzhen Airlines, Singapore Airlines, South African Airways, SWISS, TAP Air Portugal, THAI Airways International and Turkish Airlines.

In addition to its members, Star Alliance includes Shanghai-based Juneyao Airlines and Thailand-based Thai Smile Airways, a subsidiary of THAI Airways International, as connecting partners and Germany-based Deutsche Bahn, a rail company, as an intermodal 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 Alliance members, codesharing of flight operations (whereby one carrier'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 Proprietary Limited, Azul Linhas Aéreas Brasileiras S.A.

("Azul"), Boutique Air, Cape Air, Edelweiss, Eurowings, Eurowings Discover, Hawaiian Airlines, Olympic Air, Silver Airways and Vistara.

United also participates in three passenger joint business arrangements ("JBAs"):

one with Air Canada and the Lufthansa Group (which includes Lufthansa and its affiliates Air Dolomiti, Austrian Airlines, Brussels Airlines, Edelweiss, Eurowings, Eurowings Discover and SWISS) covering transatlantic routes, one with ANA covering certain transpacific routes, and one with Air New Zealand covering certain routes between the United States and New Zealand.

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

("Azul"), Boutique Air, Cape Air, Edelweiss, Emirates, Eurowings, Eurowings Discover, flydubai (in process of completion), Hawaiian Airlines, JetSuiteX, Inc.

("JSX"), Olympic Air, Silver Airways, Virgin Australia Airlines Pty Ltd and Vistara.

United also participates in four passenger joint business arrangements ("JBAs"):

one with Air Canada and the Lufthansa Group (which includes Lufthansa and its affiliates Air Dolomiti, Austrian Airlines, Brussels Airlines, Edelweiss, Eurowings, Eurowings Discover and SWISS) covering transatlantic routes, one with ANA covering certain transpacific routes, one with Air New Zealand covering certain routes between the United States and New Zealand, and one with Air Canada, established in July 2022, covering certain United States and Canada transborder routes.

These passenger JBAs enable the participating carriers to integrate the services they provide in the respective regions, capturing revenue synergies and delivering enhanced customer

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

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

These cargo JBAs offer expanded and more seamless access to cargo space across the carriers' respective combined networks.

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

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

This agreement will also give the loyalty program members of both airlines more opportunities for more rewards:

United MileagePlus® members flying on United's Newark/New York to Dubai flight can soon earn and redeem miles when connecting beyond on Emirates and flydubai and Emirates Skywards members will be able to earn miles when they travel on United operated flights.

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

Loyalty Program.

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These awards include United Club memberships, car and hotel awards, merchandise and flights on other air carriers.

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

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

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

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

United provides freight and mail services (air cargo).

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

United provides freight and mail transportation services (air cargo).

The majority of air cargo services are provided to commercial businesses, freight forwarder and logistics firms as well as national postal services.

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

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

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

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

Distribution Channels.

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United generates third-party business revenue that includes maintenance services, frequent flyer award non-travel redemptions, flight academy and ground handling.

Third-party business revenue is recorded in Other operating revenue.

Third-party business revenue is recorded in Other operating

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

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The Company's current strategy is to not enter into financial transactions to hedge the market price exposure of its expected fuel consumption, although the Company regularly reviews its strategy based on market conditions and other factors.

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

Industry Conditions

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

The Company believes that it is critical, now more than ever, to continue to enhance its services 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 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 to become 100% green by eliminating its greenhouse gas ("GHG") emissions by 2050 without relying on the use of traditional carbon offsets, the only airline globally to make this commitment.

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

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

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

This carbon intensity target aligns with the temperature limits of the Paris Agreement and will allow the Company to show progress towards its 2050 net zero GHG emissions goal in the nearer term.

Even with the challenges presented by the COVID-19 pandemic, the Company is committed to redefining the future of air travel with environmental sustainability in the forefront because it believes that it is the Company's responsibility to take tangible steps to mitigate climate change.

At the end of 2020, the Company pledged a net zero goal to eliminate its greenhouse gas ("GHG") emissions by 100% by 2050 without relying on the use of traditional carbon offsets, like planting trees or purchasing voluntary offsets.

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

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

Given the airline industry's designation as a 'hard-to-abate sector', the Company believes that not relying on traditional carbon offsets 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 offset programs that do not effectuate real progress within aviation operations.

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

This carbon intensity target 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.

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

The Company is committed to redefining the future of air travel with environmental sustainability 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 and customers.

Its strategy to achieve its climate goals is centered around four key pathways, each of which is described in further detail below:

(i) reducing the Company's environmental footprint, (ii) innovating for potentially transformative carbon reduction technology, (iii) removing the Company's atmospheric carbon impacts and (iv) collaborating with employees, customers, airports, suppliers, cross-industry partners and policymakers to facilitate faster action and the commercialization of technology solutions concerning climate change.

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

(i) reducing the Company's environmental footprint, (ii) innovating for potentially transformative carbon reduction technologies, (iii) removing the Company's atmospheric carbon impacts and (iv) collaborating with employees, customers, airports, suppliers, cross-industry partners and policymakers to facilitate faster action and the commercialization of technology solutions concerning climate change.

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

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.

• Reducing Environmental Footprint :

As part of this plan, the Company is keyed on maximizing fuel efficiency and reducing fuel usage in its operations.

As part of this plan, the Company is focused on maximizing fuel efficiency and reducing fuel usage in its operations.

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

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

SAF is the only technology solution realized today that can abate emissions from the Company's flight operations.

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

SAF is the most promising technology solution realized today that can abate emissions from the Company's flight operations.

SAF can 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 and providing energy diversification.

However, SAF supply in the jet fuel market is constrained today, with it contributing to 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 this early-stage solution.

The Company is the U.S.

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

However, SAF supply in the jet fuel market is constrained today 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.

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 uses SAF from World Energy in its daily operations at LAX and has sourced more than five million gallons of SAF since 2016.

◦ In 2015, the Company made a $30 million equity investment in Fulcrum BioEnergy, Inc.

("Fulcrum"), a company that has developed a process for transforming municipal solid waste into low carbon transportation fuels, and entered into a long-term supply agreement with Fulcrum which provides United the opportunity to purchase at least 900 million gallons of SAF.

◦ In 2016, the Company became the first airline globally to use SAF in regular operations on a continuous basis with SAF from World Energy.

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

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

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

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

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

◦ In 2015, the Company began its strategy of SAF investment, by making a $30 million equity investment in Fulcrum BioEnergy, Inc.

("Fulcrum"), a company working to commercialize SAF production from municipal solid waste.

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

◦ In 2016, the Company became the first airline globally to use SAF in regular operations on an ongoing basis with SAF from World Energy.

◦ In 2021, the Company launched its first-of-its-kind Eco-Skies Alliance program in which corporate and cargo customers agreed to collectively fund the price premium for SAF.

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

◦ In December 2021, the Company made aviation history by operating the first passenger flight using 100% SAF in one engine from Chicago to Washington, D.C.

The flight showcased the safety of SAF and the potential for a dramatically reduced carbon footprint for aviation.

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

With this agreement, United became the first U.S.

airline to execute an international purchase agreement for SAF.

◦ In 2022, the Company expanded its SAF investment portfolio through an investment in NEXT Renewables, becoming the first U.S.

airline to invest in a biofuel refinery, which—at full production—could produce up to 50,000 barrels per day of SAF, renewable diesel and other renewable fuels.

◦ In 2023, the Company formed a joint venture, Blue Blade Energy ("Blue Blade"), with Tallgrass Energy and Green Plains Inc.

to commercialize SAF technology using ethanol as the feedstock.

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

Alongside developing and using SAF, the Company is concentrated on introducing newer, more fuel-efficient aircraft into its fleet as well as improving the efficiency of its existing fleet.

From 1990 to 2021, the Company improved its mainline fuel efficiency more than 30%.

In the second quarter of 2021, the Company announced United Next and entered into firm narrow-body aircraft orders for 200 Boeing 737 MAX aircraft and 70 Airbus A321neo aircraft, which are expected to have an 11% overall improvement in fuel efficiency and an expected 17-20% lower carbon emission per seat compared to older planes.

In conjunction with its SAF mission and improving the fuel efficiency of its fleet, the Company has been revamping its flight and ground operations, implementing operational and procedural initiatives to drive fuel conservation.

Over 4,000 units of the Company's ground service equipment ("GSE") around the world are electric or use alternative fuels and, as of the end of 2021, nearly 32% of its GSE fleet have been electrified.

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

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

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

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

In conjunction with its SAF strategy and improving the fuel efficiency of its fleet, the Company has been revamping its flight and ground operations, including implementing operational and procedural initiatives to drive fuel conservation.

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

The Company has worked collaboratively across its organization and with Air Traffic Control ("ATC") providers to improve fuel efficiency through the implementation of best practices, by providing training to its pilots and dispatchers and supplying them with the tools needed to execute on those strategies.

• Innovating in Carbon Reduction Technology :

The Company has been forming partnerships with, as well as investing in, early-stage climate technology companies that have the potential to scale and support the Company's climate targets or are generally supportive of advancing sustainability within the broader economy.

In June 2021, the Company launched a new corporate venture capital fund, United Airlines Ventures, Ltd.

("UAV"), to focus the Company's efforts in these investments.

◦ In February 2021, the Company announced an investment in, and agreement to work with, Archer Aviation Inc.

to accelerate the development and production of their electric aircraft – an urban mobility solution that has the potential to serve as an "air taxi," giving the Company an opportunity to accelerate the development of clean technologies on a broader scale and its customers another opportunity to reduce their carbon footprint before they even board a United flight.

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

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

◦ In December 2021, the Company became the largest airline to invest in zero-emission engines for regional aircraft with a new equity stake in hydrogen-electric engine developer, ZeroAvia, Inc.

These engines support the retrofit of select regional aircraft engines, replacing fossil fuel burning engines with zero-emission alternatives.

The Company has been forming, through its corporate venture capital arm, United Airlines Ventures ("UAV"), collaborations with, as well as investing in, early-stage climate technology companies that have the potential to scale and support the Company's climate targets or are generally supportive of advancing sustainability within the broader economy.

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

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

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

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

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

• Removing Carbon Impact :

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

In 2020, the Company became the first airline to announce a commitment to invest in direct air capture, a carbon capture and sequestration technology.

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

In 2020, the Company became the first airline to announce a commitment to invest in direct air capture, a carbon capture and sequestration technology, and since then has broadened its investment approach to also include technologies that can utilize captured carbon to make high-value, low-carbon products.

◦ In December 2021, UAV invested in Dimensional Energy ("Dimensional"), a novel technology startup that converts carbon dioxide ("CO 2 ") and water into fuel, primarily SAF.

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

◦ In March 2022, UAV and Oxy Low Carbon Ventures announced an investment in biotech firm Cemvita Factory to commercialize the production of SAF intended to be developed through a revolutionary new process using CO 2 and synthetic microbes.

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

It is important to note that certain of these technology solutions pertaining to both carbon reduction and carbon removal innovations need time to reach commercial viability.

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

• Collaborating with Partners :

The Company has devoted a significant amount of time and energy on defining a better future of flying by collaborating with employees, customers, airports, suppliers, cross-industry partners and policymakers to scale the supply of decarbonization technology solutions, minimize its environmental impact, boost environmental sustainability of the airline industry and protect the environment, all of which are key to advancing the Company's climate goals.

◦ The Company worked with federal policymakers to champion the Sustainable Skies Act SAF Blender's Tax Credit with the intent to create an economic incentive for increased SAF production within the United States.

◦ The Company has historically supported the adoption of more aggressive industry targets, with both Airlines for America ("A4A") and the International Air Transport Association committing in 2021 to net-zero emissions by 2050 for domestic and international carriers, respectively.

In addition, the Company along with other A4A members have pledged to work towards the Biden Administration's SAF Grand Challenge to collectively make 3 billion gallons of SAF available domestically by 2030.

◦ The Company worked with federal policymakers to champion passage of the Sustainable Skies Act SAF Blender's Tax Credit through the Inflation Reduction Act of 2022 (the "IRA").

This credit creates an economic incentive for increased SAF production within the United States.

◦ 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.

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

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

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

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

Additional quantitative emissions data follows this paragraph.

The Company believes that its absolute GHG emissions will rise in the immediate future as the impact of the COVID-19 pandemic on the Company's operations lessens and the Company implements its United Next strategy and expects to return to growth with the anticipated increase in travel demand.

In addition, even though investing in 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 traditional carbon offsets and has made progress towards implementing solutions that are needed to permanently change aviation and reduce the environmental impact of air travel to protect our planet for generations to come.

It is also important to note that certain of these technology solutions need time to reach commercial availability.

Despite this and other hurdles, the Company believes that its investment in these solutions are sound, particularly given that the Company's climate goals and overall climate strategy are increasingly important factors in its relationships with its employees and customers.

◦ At the international level, the Company was the only U.S.

airline that attended the 2022 UN Conference of the Parties ("COP27") climate conference, to continue its engagement with policymakers on aviation decarbonization strategies.

Additional quantitative emissions data for fiscal years 2021 and 2020 follow this paragraph.

The Company believes that its absolute GHG emissions will increase in the immediate future as the impact of the COVID-19 pandemic on the Company's operations continues to lessen and the Company implements its United Next strategy and continues to grow.

In addition, even though purchasing 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 traditional carbon offsets to support its voluntary climate targets and has made progress towards implementing solutions that 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 2021 GHG inventory.

Carbon Emissions 2021 2020

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Carbon Emissions Intensity Rates (b) 2021 2020

Emissions Intensity per Revenue ton-mile

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

Metric tons CO 2 e/1,000 RTMs (d)

Emissions Intensity per Available seat-mile

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

Metric tons CO 2 e/1,000 ASMs (f)

(a) Offset purchases made in 2019 and 2020 were part of discrete promotional campaigns originally offered in late 2019 through the beginning of 2020.

Emissions Intensity per Revenue ton-mile ("RTM")

Mainline RTMs (millions) (c) 15,371 9,755

Metric tons CO 2 e/1,000 mainline RTMs (d)

Emissions Intensity per ASM

ASMs (millions) (e) 178,684 122,804

Regional metric tons CO 2 e/1,000 mainline and regional ASMs (f)

(a) Offset purchases made in 2020 were part of discrete promotional campaigns.

These promotions were offered prior to the Company's announcement in December 2020 of its commitment to reduce 100% of its GHG emissions by 2050 without the voluntary use of traditional offsets and are no longer part of the Company's promotional campaigns.

The Company may be subject to future regulatory requirements that require the purchase of carbon offsets.

(b) Intensity rates and operational figures are calculated based on third-party verified data of 2020 and 2019.

(c) The number of revenue, passenger and cargo, tons transported multiplied by the number of miles flown on each segment.

(b) Intensity rates and operational figures are calculated based on third-party verified data for 2021 and 2020.

(c) The number of mainline revenue (passenger and cargo) tons transported multiplied by the number of miles flown on each segment.

(d) Scope 1+2 emissions/mainline RTMs;

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Human Capital Management and Resources

Our national campaign "Good Leads the Way" tells the story of United's leadership in areas like customer service, diversity, equity and inclusion and sustainability and captures the optimism that fuels our large ambitions at a time of unprecedented demand in air travel.

Our employees around the world are joined in a shared purpose of "Connecting People.

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To facilitate talent attraction and retention, we strive through our human capital management strategy to create lifelong careers for the people of United.

That includes professional development and promotional opportunities and the ability to qualify for retirement benefits, health and wellness benefits and, of course, travel privileges as we remain dedicated in providing the best place for our employees to work.

That includes professional development and promotional opportunities and the ability to qualify for retirement benefits, health and wellness benefits and, of course, travel privileges, as we remain dedicated to providing the best place for our employees to work.

Our core4 (we are safe, then caring, dependable and efficient) serves as the framework for how we take care of our customers and each other and how we make decisions as a team.

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Demographics:

As of December 31, 2021, UAL, including its subsidiaries, had approximately 84,100 employees, including employees on voluntary leave programs, consisting of approximately 21,700 flight attendants, 15,400 passenger service agents, 12,600 ramp service agents, 12,200 pilots, 8,100 technicians and related Flight Simulator Technicians, 900 storekeeper employees, 400 dispatchers, 300 fleet tech instructors, load planners, maintenance instructors and security officers and 12,500 management and other personnel.

As of December 31, 2022, UAL, including its subsidiaries, had approximately 92,795 employees consisting of approximately 23,065 flight attendants, 16,129 passenger service agents, 15,088 ramp service agents, 13,831 pilots, 8,499 technicians and related flight simulator technicians, 965 storekeeper employees, 393 dispatchers, 336 fleet tech instructors, load

planners, maintenance instructors and security officers and 14,489 management and other personnel.

Approximately 84% of the Company's employees were represented by various U.S.

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employees and directors:

Employees and Directors (a) Female Male Asian American Indian/Alaska Native Black/African American Hispanic/

Latino Hawaiian/

Pacific Island Not disclosed Two or more races White

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

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

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

Professional/

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

Senior Professional/

Leaders 1,094 1,916 583 5 194 257 26 29 44 1,872

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

Employees and Directors (a)

Board of Directors Company-wide Frontline Professional/ Supervisory Senior Professional/ Leaders Senior Leaders

Female 3 32,925 28,845 2,772 1,228 80

Male 10 50,629 44,800 3,481 2,184 164

Asian — 10,281 8,775 826 661 19

American Indian/Alaska Native — 353 321 24 7 1

Black/African American 2 12,086 10,976 853 243 14

Hispanic/Latino — 14,486 13,077 1,082 315 12

Hawaiian/Pacific Island — 2,094 1,930 131 32 1

Not disclosed — 1,541 1,356 123 59 3

Two or more races — 1,650 1,471 131 43 5

Aboriginal/VisMin Canadian — 3 3 — — —

White 11 41,060 35,736 3,083 2,052 189

(a) Diversity representation data is for U.S.

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At United, safety is first in everything we do and is our first core4 service standard.

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

United has onsite clinic locations in four of its hubs that provide care to active employees, including, but not limited to, services related to occupational injury, Company-directed exams, acute care for personal illness, pre-employment exams, travel immunizations and the Occupational Safety and Health Administration ("OSHA")

audiometric testing.

We are focused on promoting our safety culture to ensure that every employee across the Company holds each other to the highest safety standards.

Our comprehensive, formalized approach to managing the safety of everyone at the Company is through our enterprise-wide Safety Management System ("SMS"), which is governed by the Company's Chief Executive Officer, is implemented, overseen and cascaded by the Company's Corporate Safety team and is delivered by divisional teams with regular training and monitoring.

The SMS helps us assure that we are adhering to our safety standards, communicating those standards across all of our divisions and departments and identifying safety hazards.

The SMS also confirms that our safety risk mitigations are working properly (mainly through audits).

We have also established a "United Safety Excellence Program" that recognizes United locations with exceptional safety performance and commitments to safety.

As of December 31, 2022, we have certified 35 United locations, which is aligned with our certifications pre-COVID-19 pandemic.

In addition, the Company has onsite clinic locations in four of its hubs that provide care to active employees, including, but not limited to, services related to occupational injury, Company-directed exams, acute care for personal illness, pre-employment exams, travel immunizations and the Occupational Safety and Health Administration ("OSHA") audiometric testing.

For all other locations, United has partnered with third-party clinics to provide such services.

United also has a Drug Abatement organization that has implemented programs aimed at supporting United's goal of maintaining a drug- and alcohol-free workplace.

Additionally, since the start of the COVID-19 pandemic, the Company has implemented additional safety measures in compliance with CDC guidelines and we actively follow their recommendations.

During the third quarter of 2021, the Company implemented a COVID-19 vaccine requirement for U.S.-based employees, subject to certain exemptions.

Early in 2021, the Company advocated with state and local government and public health officials to administer COVID-19 vaccines to both employees and the airport community at its onsite clinic locations in Guam, Houston, Chicago and Newark and is now offering COVID-19 boosters at its four onsite clinics and is continuing to work with airport partners in other locations to provide booster access to United employees.

Thousands of the Company's employees and their families were vaccinated through United's efforts.

• Diversity, Equity and Inclusion :

We believe that we are changing the face of the aviation industry and creating pathways for more diverse representation, equitable opportunities and inclusion in all areas of our business.

This starts in our workplace and extends to enhancing the customer experience and using our voice and buying power to make a difference in our communities.

In the summer of 2021, United set a goal to train 5,000 pilots by 2030 at our new facility – the United Aviate Academy – and for at least half of the pilots to be women or people of color.

Our inaugural class of 30 students, 80% of whom are women and people of color, will complete a rigorous, year-long training program.

Additionally, the Company actively follows the recommendations of the CDC and since the start of the COVID-19 pandemic, the Company has implemented additional safety measures in compliance with CDC guidelines.

The Board, including through its Public Responsibility Committee, provides oversight of the Company's policies, positioning and practices concerning various broad public policy issues, including those that relate to safety and public health (including workplace and customer safety and security), and the full Board is provided with a safety update at every Board meeting.

• Diversity, Equity and Inclusion ("DEI") :

At United we are on a mission to become the best airline in the history of aviation and change the face of the aviation industry by creating pathways for a more diverse, equitable and inclusive workplace.

To achieve this goal, we must ensure that our airline, team members, practices and our policies reflect our global customer base and the communities we serve.

Our DEI strategy is centered around transforming the future of aviation in the following ways:

◦ creating greater awareness, access and opportunities for underrepresented groups to create long, lucrative careers at United;

◦ growing our uniquely inclusive culture;

◦ offering a more accessible and culturally sensitive travel experience for all of our customers;

◦ empowering our communities;

◦ modeling active leadership to build a strong pipeline for business diversity.

We are making progress in diversifying our leadership and key talent pipelines, including pilots and technicians, and we are holding ourselves accountable by setting goals tied to our executive compensation plans.

Our comprehensive approach to sustainable progress includes building customized strategies for each functional area of our business to attract, develop and support diverse talent in the advancement of their careers at United.

In 2022, our new hire representation of women and people of color in management and administrative roles was higher by approximately 5% and 9%, respectively, when compared to beginning of year representation.

A key contributing factor to this growth was setting a goal to have 90% of interview slates include a diverse set of candidates.

In 2022, we also increased representation at the officer level where 60% of officer promotions were women and 40% were people of color.

Our highly engaged employee-led Business Resource Groups ("BRG") are also helping to drive our strategies and grow our inclusive culture.

Our 44 BRG chapters with 2022 memberships totaling approximately 27,000 memberships worldwide build cultural awareness and allyship for the various communities they represent—Black, LGBTQ+, multicultural, multigenerational, people with disabilities, veterans, women, and working parents and caregivers.

Each of our eight BRGs is sponsored by a member of our executive team.

In the summer of 2021, United opened the United Aviate Academy (the "Academy") with a goal for at least half of the pilot graduates to be women or people of color.

Since April 2021, we have received approximately 20,000 applications.

The Academy has completed its first full year of operations with the inaugural graduating class in January 2023.

Students enrolled in the first year of operation were 43% women and 74% people of color.

The Academy is designed to set its graduates up for a career that reflects United's high standard of professionalism and deep commitment to delivering a safe, caring, dependable and efficient travel experience.

Moving forward, we anticipate welcoming between 25 and 50 new students each month and expect to train at least 500 students yearly.

Not only does United Aviate Academy publicly establish our commitment to diversity, but our partnerships for pilot recruiting at three Historically Black Colleges and Universities ("HBCUs") enables us to support organizations that have a long history of serving underrepresented communities.

The Aviate pilot recruiting program provides a new and effective path to a United flight deck and partnering with HBCUs will give United the opportunity to further its efforts to diversify its employee base and flight deck.

Elizabeth City State University, Hampton University and Delaware State University are the beginning of United Aviate Academy's commitment to HBCUs.

We are taking a comprehensive approach toward sustainable progress by building customized strategies for each functional area of our business to attract diverse talent, develop our team members and support them in the advancement of their careers at United.

Our highly engaged, employee-led Business Resource Groups ("BRG") are helping to drive these strategies and grow our inclusive culture.

Our 30 BRG chapters with 2021 memberships totaling over 8,000 members worldwide build cultural awareness and allyship for the various communities they represent — Black, LGBTQ+, Multicultural, Multigenerational, People with disabilities, Veterans, Women, and Working Parents and Caregivers.

Each of our BRGs is sponsored by a member of our executive team.

Not only does the Academy publicly establish our commitment to diversity, but our partnerships for pilot recruiting at three Historically Black Colleges and Universities ("HBCUs") enable us to support organizations that have a long history of serving underrepresented communities.

The Academy's pilot recruiting program provides a new and effective path to a United flight deck and partnering with HBCUs gives United the opportunity to further our efforts to diversify our employee base and flight decks.

Elizabeth City State University, Hampton University and Delaware State University are the core of the Academy's commitment to HBCUs.

We are also enhancing awareness and access for underrepresented groups to careers as aircraft maintenance technicians through Calibrate, our new in-house apprenticeship program launched in November 2022.

We plan to train more than 1,000 new technicians by 2026, with a goal of at least half being women or people of color.

Our first cohort was comprised of 80% people of color.

In the 36-month program, apprentices will gain the skills and knowledge to obtain their A&P Certificate, including hands-on and classroom training and mentorship alongside United's experienced technicians.

Calibrate plans to expand to over a dozen locations in 2023, will be open to United's global employee base and external candidates and will be key in helping United achieve its goal of hiring 7,000 maintenance technicians by 2026.

Through our skills-first hiring approach, we are prioritizing a focus on the skills, capabilities and talent a candidate brings to the table rather than categorically excluding talent for not having a four-year college degree.

• We are one of over 60 leading employers who have partnered with OneTen, an organization focused on addressing the racial wealth gap through skills-first hiring.

We have committed to doing our part to help the organization lead the upskilling, hiring and promotion of one million Black people without a four-year college degree into family-sustaining careers over the next 10 years.

Since joining, United has hired over 2,000 employees that contribute to our partnership commitment with OneTen.

• We host two cohorts of students each year with our talent partner Year Up, a nonprofit that empowers young, talented professionals to move into careers in a single year by providing technical and professional skills training for entry-level roles and connecting them with their first corporate experience.

This helps build skills and experiences that will empower them to reach their potential, while giving hiring managers access to a motivated, diverse talent pipeline.

Last year, we set a goal that 80% of each cohort would be hired as United team members and we exceeded that goal in August 2022 with 100% of our cohort being hired and on the path to a long, lucrative career as highly engaged team members.

Pay equity is a key tenet of our rewards strategy because it promotes an environment in which all employees feel valued and respected.

In 2020, we first announced that we achieved near-perfect pay equity for employees of all genders and races performing comparable work across our U.S.

We continued our commitment in 2021 with our annual reviews of our pay practices, including among managers, to maintain pay equity.

In 2021, we disclosed that we have achieved near-perfect pay equity for employees of all genders and races performing comparable work across our U.S.

In 2022, we continued our commitment to conducting annual reviews of our pay practices, including among managers, to maintain pay equity.

Our commitment to diversity and empowerment extends from our workforce and continues in our relationships with our suppliers as we recognize that we can meet our business needs while supporting economic growth in marginalized communities.

In 2021 we announced our aspiration to become a member of the Billion Dollar Roundtable ("BDR") by 2025 (the BDR is a group of corporations recognized for spending at least $1 billion annually with diverse-owned businesses).

We have built a strong foundation to keep us on track to meet that goal and are working to improve the rate of inclusion for diverse-owned businesses in our supply chain.

In 2021, we added 23 new BDR count-eligible certified diverse-owned firms to our supply chain.

In 2021, we announced our aspiration to become a member of the Billion Dollar Roundtable ("BDR"), a group of corporations recognized for spending at least $1 billion annually with diverse-owned businesses.

We have built a strong foundation to keep us on track and are working to improve the rate of inclusion for diverse-owned businesses in our supply chain.

In 2022, we more than doubled our spend with diverse and women-owned businesses and added more than 80 new diverse suppliers to our supply chain.

• Board Oversight :

Our Board, assisted by 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.

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.

For instance, the Board's Executive Committee oversees and reviews significant human capital strategies, including culture, talent management and 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.

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We offer a broad range of professional training and education for the career advancement and leadership development of our employees.

About 69% of our senior leaders

were internally promoted and more than 1,500 frontline employees have been promoted into management roles in the past seven years.

Our key leadership development programs include structured nomination programs for high potential leaders and opportunities for all employees to develop their careers.

In 2022, about 90% of our senior leader positions filled were internal placements and 513 frontline employees were promoted into management roles, almost three times as many as the prior year.

Our key leadership development programs include structured nomination programs for high potential leaders with a focus on diverse representation and opportunities for all employees to develop their careers.

Rise and LEAD are 6-month targeted programs for high-potential directors, senior managers and managers who are focused on developing strategic thinking, innovation, business acumen and executive presence skills, including through executive coaching and action learning projects.

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The Airport Operations Leadership Academy provides courses, experiential learning and mentoring that can lead to certification in technical, technology and leadership skills.

Our commitment to sponsorship and mentoring is highlighted in our Advancing Leadership and Learning in Inclusion Equity and Diversity (ALLIED) program, which pairs the executive leadership team and officers with diverse managing directors and directors for a mutual learning experience that includes facilitated discussion sessions, 360-degree feedback and opportunities to mentor and network.

This commitment to mentoring and sponsorship is expanded through several programs implemented through BRGs, departments such as Inflight and Airport Operations, and the United Aviate Academy.

Succession planning is performed and tracked by our executive team members for all executives and critical key manager positions globally and across all business areas with the goal of establishing strong leadership at the Company for the future.

Our commitment to mentoring and sponsorship is reflected in several programs implemented through BRGs, departments such as Inflight and Airport Operations and the Academy.

Succession planning provides us the opportunity to evaluate our key successors, create curated development plans for them and align on gaps to begin the process of proactively identifying external talent for director and above positions.

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.

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In addition, the Company has performance-based compensation programs for other management employee leaders, including managers, supervisors and team leads.

During the COVID-19 pandemic, United implemented new benefits and enhanced existing benefits to assist employees, including enhanced telemedicine offerings to all employees, contact tracing benefits related to COVID-19 exposure, modified absence management practices and additional mental health programs and resources.

• Collective Bargaining Agreements:

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Passenger Service 11,649 IAM December 2021

Technicians 8,065 International Brotherhood of Teamsters December 2022

Technicians 8,499 International Brotherhood of Teamsters (the "IBT") December 2022

Storekeepers 965 IAM December 2021

Dispatchers 389 Professional Airline Flight Control Association December 2021

Dispatchers 393 Professional Airline Flight Control Association (the "PAFCA") December 2024

Fleet Tech Instructors 180 IAM December 2021

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Security Officers 45 IAM December 2021

Food Service Employees 37 UNITE HERE N/A

Maintenance Instructors 42 IAM December 2021

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Passenger Service 4,480 IAM March 2025

In November 2022, United dispatchers represented by the PAFCA voted to ratify a two-year contract extension.

In January 2023, United and the IBT ratified an extension to its labor contract.

The agreement becomes amendable in December 2024 and includes a one-year early opener that allows for bargaining on a successor agreement to begin in December 2023.

• Additional Information:

See our Corporate Responsibility Report, which is available on our website at crreport.united.com, for additional information on our human capital management programs, initiatives and measures.

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, to track our progress, have committed to sharing our U.S.

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

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

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.

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The airline industry is also subject to numerous other federal laws and regulations.

Department of Homeland Security ("DHS")

has jurisdiction over virtually every aspect of civil aviation security.

Department of Homeland Security ("DHS") has jurisdiction over virtually every aspect of civil aviation security.

The Antitrust Division of the U.S.

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In 2018, the U.S.

Congress approved a five-year reauthorization for the FAA, which encompasses significant aviation tax and policy-related issues.

The law includes a range of policy changes related to airline customer service and aviation safety.

Implementation of some items continues and, depending on how they are implemented, could impact our operations and costs.

Congressional action in response to the COVID-19 pandemic has provided funding for U.S.

airlines, in both grants and loans.

Congress has imposed limited conditions on airlines accepting funding, including workforce retention and minimum service requirements.

With the current U.S.

Congress and presidential administration, any future funding or other pandemic relief could include additional requirements that could impact our operations and costs.

Additionally, the U.S.

Congress may consider legislation related to environmental issues or increases to the U.S.

federal corporate income tax rate, which could impact the Company and the airline industry.

Congress approved a five-year reauthorization for the FAA that will expire in September 2023.

Discussions in connection with the reauthorization could include a wide range of tax and policy issues.

Potential policy changes for consideration could include airline customer service requirements, aviation safety, investments in FAA staffing and resources, advancements in improving air traffic control ("ATC") technology, labor requirements and managing new entrants in the National Air Space.

These issues could impact the Company and larger airline industry.

Congressional action on reauthorization is expected to occur after the September 2023 expiration date, and in that case, Congress will likely pass an extension of current law to prevent any lapse in taxing authority.

International Regulation.

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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 Africa, the Middle East, Asia/Pacific, Europe, and Latin America maintain slot controls.

However, even with Open Skies, many of the airports that the Company serves in Africa, the Middle

East, Asia/Pacific, Europe, 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 ATC construction work, among other reasons.

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Similarly, foreign governments control their airspace and can restrict our ability to overfly their territory, which may enhance or diminish the value of the Company's existing international route authorizations and slot rights.

The COVID-19 pandemic has caused many governments to restrict entry to foreign nationals (with some exceptions) and/or to impose multiple health management rules which can include COVID-19 vaccinations, boosters, testing, quarantine upon arrival, health declarations, and temperature screens, among others.

Such requirements have resulted in reduced demand for travel in certain circumstances and have caused the Company to suspend some international service.

Certain foreign governments have granted waivers for limited periods that allow the Company to maintain existing slot rights and route authorizations while not operating at a particular foreign point.

The airline industry is advocating for the continuation of such waivers until the operating and demand environment return to normal, but future waivers are not guaranteed.

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.

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In December 2017, the European Parliament voted to extend exemptions for extra-EU flights until December 2023 in order to align with the completion of the pilot phase of the International Civil Aviation Organization's ("ICAO") Carbon Offsetting and Reduction Scheme for International Aviation ("CORSIA").

More recently, the European Parliament released its Fit for 55 proposals to revise and update EU legislation in line with a goal of reducing GHG emissions 55% by 2030, including provisions purporting to implement CORSIA through the EU ETS.

The current proposals, if adopted, could require airlines to comply with duplicative requirements under both EU ETS and CORSIA for intra-EU international flights.

More recently, the European Parliament and Council reached a provisional agreement to extend exemptions for extra-EU flights from 2023 to 2027.

The extension of EU ETS to extra-EU flights could still occur in future years, depending on the EU government's assessment of the effectiveness of CORSIA.

CORSIA, which was adopted in October 2016, is intended to create a single global market-based measure to achieve carbon-neutral growth for international aviation, through airline purchases of eligible carbon offset credits and the use of eligible sustainable fuels.

The unprecedented nature of the COVID-19 pandemic prompted ICAO to include only 2019 emissions (as opposed to the originally planned average of 2019-20 emissions) as the baseline upon which offsetting obligations would be calculated for the pilot phase (2021-23) of the scheme.

the applicable baseline for the subsequent phases of the scheme, however, is still uncertain.

The ICAO Assembly will review CORSIA in 2022, and this review will include the impact of COVID-19 on the scheme, including the changed baseline to 2019.

Certain CORSIA program aspects could potentially be affected by the results of the pilot phase of the program, and thus the impact of CORSIA cannot be fully predicted.

At the conclusion of the 2022 ICAO Assembly's 41st Session in October 2022, the ICAO Assembly passed a resolution establishing the baseline for the subsequent phases of CORSIA at 85% of 2019 emissions.

This decision is expected to substantially increase United's anticipated CORSIA compliance costs as compared to a 2019-only baseline, although the exact mechanism by which CORSIA will be implemented domestically is currently unknown.

Certain CORSIA program aspects could also potentially be affected by the results of the pilot phase of the program, and thus the impact of CORSIA cannot be fully predicted.

Domestically, in December 2020, the U.S.

Environmental Protection Agency ("EPA") adopted its own aircraft and aircraft engine GHG emissions standards, which are aligned with the 2017 ICAO airplane CO2 emission standards, but the U.S.

government has recently indicated that it will seek more ambitious aircraft CO2 standards within ICAO.

Additionally, in November 2021 the FAA released the U.S.

Aviation Climate Action Plan, which indicates the administration will be assessing policy measures for domestic aviation GHG emissions which could include similar requirements to CORSIA to purchase offsets for domestic flights.

The Company believes that policies that incentivize the production of SAF, such as a blender's tax credit, or economy-wide carbon prices or taxes, would 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 is working with policymakers to adopt policies that incentivize the production of SAF to allow the industry to transition to a lower carbon future.

Environmental Protection Agency ("EPA") adopted its own aircraft and aircraft engine GHG emissions standards, which are aligned with the 2017 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 are awaiting a final rule.

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 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.

In addition, while the Company is resolute in attaining its mid-term and long-term climate goals without relying on voluntary use of traditional carbon offsets, the Company may be subject to future regulatory requirements that require the purchase of carbon offsets, which may expose the Company to additional costs associated with the procurement of offsets or limited supply in the carbon 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.

Other Regulations .

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

Various states have passed legislation restricting the use of Class B fire-fighting foam agents that contain intentionally added per- and polyfluoroalkyl substances ("PFAS"), which are expected to require the Company to continue to incur costs to convert existing fixed foam fire suppression systems to accommodate PFAS-free firefighting foam agents.

In addition, the EPA has developed a comprehensive strategic plan for PFAS 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.

The Company expects these broad regulatory policies will impact its operations that currently have or historically used fire-fighting foam agents containing PFAS.

To mitigate these risks, the Company is working to remove PFAS-containing fire-fighting foam from its hangars through a phased retrofit strategy, and is committed to transitioning to PFAS-free materials for fire suppression.

Finally, environmental cleanup laws could require the Company to undertake or subject the Company to liability for investigation and remediation costs at certain owned or leased locations or third-party disposal locations.

Because certain

PFAS are expected to be regulated under CERCLA and other environmental cleanup laws, the Company may become subject to potential liability for its historic usage of PFAS-containing materials, although such potential liability is not expected to be significant.

Various states have passed legislation restricting the use of Class B fire-fighting foam agents that contain intentionally added per- and polyfluoroalkyl substances ("PFAS"), which are requiring the Company to continue 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 hazardous substances under CERCLA.

The proposed rule would authorize the EPA to order cleanup actions and hold responsible parties liable under CERCLA's joint and several liability scheme.

The proposed rule would also require the Company to immediately 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 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 could require the Company to undertake (or subject the Company to liability for costs associated with) investigation and remediation actions at certain owned or leased locations or third-party disposal locations.

Because PFOA, PFOS and other PFAS substances are expected to be regulated under CERCLA and have been regulated other environmental cleanup laws, the Company may become subject to potential liability for its historic usage of PFAS-containing materials, although such potential liability is not expected to be significant.

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.

While the Company is required to comply with numerous applicable environmental regulations, the Company believes that these regulations and programs, including the pilot phase of CORSIA, EPA regulations regarding PFAS and GHG emissions, and other existing environmental regulations is not reasonably likely to have a material effect on the Company's results or competitive position.

While the Company is required to comply with numerous applicable environmental regulations, the Company believes that these regulations and programs, including the pilot 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, and the financial impact to the Company and the aviation industry could be significant.

3 unchanged sentences

Torbjorn (Toby) J.

Enqvist Executive Vice President and Chief Customer Officer 50

Enqvist Executive Vice President and Chief Operations Officer 51

Kate Gebo Executive Vice President Human Resources and Labor Relations 54

Hart President 53

Jojo Executive Vice President Technology and Chief Digital Officer 56

Hart Executive Vice President and Chief Growth Officer 57

Jojo Executive Vice President and Chief Customer Officer 57

Scott Kirby Chief Executive Officer 55

1 unchanged sentence

Andrew Nocella Executive Vice President and Chief Commercial Officer 53

Jonathan Roitman Executive Vice President and Chief Operations Officer 56

Set forth below is a description of the background of each of the Company's executive officers.

4 unchanged sentences

Torbjorn (Toby) J.

Enqvist has served as the Executive Vice President and Chief Customer Officer of UAL and United since June 1, 2021.

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.

1 unchanged sentence

From July 2017 to December 2017, he served as Senior Vice President of Customer Solutions and Recovery of UAL and United.

From April 2015 to July 2017, he served as Vice President of Airport Innovations 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.

Enqvist joined Continental Airlines, Inc.

("Continental") in 1996.

Gebo has served as Executive Vice President Human Resources and Labor Relations of UAL and United since December 2017.

10 unchanged sentences

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 December 2010 to February 2012, he served as Senior Vice President, General Counsel and Secretary of UAL, United and Continental.

From June 2009 to December 2010, Mr.

2 unchanged sentences

Hart served as Deputy General Counsel and Chief Global Compliance Officer of Sara Lee Corporation.

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.

Hart has served as Executive Vice President and Chief Growth Officer of UAL and United since May 2022.

From January 2022 to May 2022, he served as Executive Vice President United Next of UAL and United.

From June 2020 to January 2022, he served as Executive Vice President, Strategy and Planning of UAL and United.

From February 2014 to May 2020, he served as Executive Vice President and Chief Operations Officer of UAL and United.

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

From October 2012 to December 2013, he served as Senior Vice President Technical Operations of United.

From October 2010 to September 2012, he served as Senior Vice President Network of United and Continental.

From September 2008 to September 2010, he served as Vice President Network of Continental.

Hart joined Continental in 1997.

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.

Kirby has served as Chief Executive Officer of UAL and United since May 2020.

11 unchanged sentences

Gerald Laderman.

Laderman has served as Executive Vice President and Chief Financial Officer since August 2018.

Laderman has served as Executive Vice President and Chief Financial Officer of UAL and United since August 2018.

Laderman served as Senior Vice President Finance, Procurement and Treasurer for UAL and United from 2013 to August 2015, and again from August 2016 to May 2018.

11 unchanged sentences

From August 2007 to December 2013, he served as Senior Vice President, Marketing and Planning of US Airways.

Jonathan Roitman .

Roitman has served as Executive Vice President and Chief Operations Officer of UAL and United since September 2020.

Roitman served as Senior Vice President and Chief Operations Officer of the Company from June 2020 to September 2020.

Roitman served as Senior Vice President Airport and Network Operations of United from November 2019 to May 2020.

From August 2018 to November 2019, Mr.

Roitman served as Senior Vice President Airport and Catering Operations, and from January 2015 to August 2018, he served as Senior Vice President Airport Operations of United.

From December 1997 through January 2015, Mr.

Roitman held positions of increasing responsibility at United and at Continental prior to its merger with the Company, including as Senior Vice President Operations and Cargo, Vice President, Newark Hub, and Vice President, Cleveland Hub.

Prior to joining Continental in December 1997, Mr.

Roitman was the manager of business development for BWAB Incorporated, a real estate development and oil and gas production firm, and served in the U.S.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business