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What changed in United Airlines Holdings's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of United Airlines Holdings's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+382 added−429 removedSource: 10-K (2025-02-27) vs 10-K (2024-02-29)

Top changes in United Airlines Holdings's 2024 10-K

382 paragraphs added · 429 removed · 326 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

103 edited+17 added−54 removed81 unchanged
Biggest changeAdditionally, 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.
Biggest changeThe Company also established UAV, a corporate venture capital arm that seeks to invest in promising sustainable aviation technologies and innovation to usher in the future of air travel. ◦ In 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 developing technologies focused on decarbonizing aviation and its associated energy supply chains, including through research and production, and technologies associated with SAF. ◦ In 2024, the Company became the first airline to purchase SAF for use at ORD, signing agreements with two suppliers. • Improving Our Operations Beyond Our Flights : The Company is focused on initiatives intended to drive more sustainable operations while maintaining efficiencies across the business.
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.
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 consumption at the state level. The Sustainable Aviation Fuel Purchase Credit was enacted in Illinois in February 2023 and became effective in mid-2023.
Our operations are subject to a variety of other environmental laws and regulations both in the United States and internationally.
Other Regulations . Our operations are subject to a variety of other environmental laws and regulations both in the United States and internationally.
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).
Kirby held other significant 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).
In addition, while the Company continues to plan on meeting its mid-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 procurement of offsets or limited supply in the carbon offsets market.
In addition, while the Company continues to plan on meeting its mid-term and long-term climate goals without relying on voluntary, traditional carbon offsets, the Company may be subject to future regulatory requirements that require the purchase of non-voluntary, traditional carbon offsets, which may expose the Company to additional costs associated with the procurement of offsets or limited supply in the carbon offsets market.
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.
Certain 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.
The airline industry is subject to increasingly stringent federal, state, local and international environmental 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 and Sustainability.
The airline industry is subject to stringent federal, state, local and international environmental 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 and Sustainability.
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 various 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 Company routinely enters into purchase contracts based on expected fuel requirements for UAL aircraft (including regional carriers operating under CPAs) that are generally indexed to various 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.
Additional restrictions on takeoff and landing slots at these and other airports may be implemented in the future and could affect the Company's rights of ownership and transfer as well as its operations. Legislation . The airline industry is subject to legislative actions (or inactions) that may have an impact on operations and costs. In 2018, the U.S.
Additional restrictions on takeoff and landing slots at these and other airports may be implemented in the future and could affect the Company's rights of ownership and transfer as well as its operations. Legislation . The airline industry is subject to legislative actions (or inactions) that may have an impact on operations and costs. In May 2024, the U.S.
The domestic airline industry is highly competitive and dynamic. The Company'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 U.S. Department of Transportation (the "DOT") is largely free to operate scheduled passenger service between any two points within the United States.
Industry Conditions Domestic Competition. The domestic airline industry is highly competitive and dynamic. The Company'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 U.S. Department of Transportation (the "DOT") is largely free to operate scheduled passenger service between any two points within the United States.
In addition to the alliance agreements with Star Alliance members, United currently maintains independent alliance agreements with other air carriers, including Aer Lingus, Air Dolomiti, Airlink, Azul Linhas Aéreas Brasileiras, Boutique Air, Cape Air, Discover Airlines, Emirates, Eurowings, flydubai, Hawaiian Airlines, JetSuiteX, Olympic Air, Silver Airways, Virgin Australia Airlines and Vistara.
In addition to the alliance agreements with Star Alliance members, United currently maintains independent alliance agreements with other air carriers, including Aer Lingus, Air Dolomiti, Airlink, Azul Linhas Aéreas Brasileiras, Cape Air, Discover Airlines, Emirates, Eurowings, flydubai, Hawaiian Airlines, JetSuiteX, Olympic Air, Silver Airways and Virgin Australia Airlines.
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.
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 determined 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.
Executive officers are elected by UAL'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.
Executive officers are elected by UAL's Board for an initial term that continues until the first Board meeting following the next Annual Meeting of Stockholders 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.
The Company's business and operations are dependent on its regional flight network, with regional capacity accounting for approximately 6% of the Company's total capacity for the year ended December 31, 2023. The Company has contractual relationships with various regional carriers to provide regional aircraft service branded as United Express.
Regional. The Company's business and operations are dependent on its regional flight network, with regional capacity accounting for approximately 6% of the Company's total capacity for the year ended December 31, 2024. The Company has contractual relationships with various regional carriers to provide regional aircraft service branded as United Express.
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.
United has devoted its brand, reputation, resources, time and effort to pursuing corporate citizenship 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.
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.
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 in its operations.
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.
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 9 Table of Contents 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.
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.
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 airline is woven into its long-term strategy.
Competition can be direct, in the form of another carrier flying the exact non-stop route, or indirect, where a carrier serves the same two cities non-stop from an alternative airport in that city or via an itinerary requiring a 5 Table of Contents connection at another airport. Air carriers' cost structures are not uniform and are influenced by numerous factors.
Competition can be direct, in the form of another carrier flying the exact non-stop route, or indirect, where a carrier serves the same two cities non-stop from an alternative airport in that city or via an itinerary requiring a connection at another airport. Air carriers' cost structures are not uniform and are influenced by numerous factors.
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: 6 Table of Contents 1.
In addition, just as we have invested in infrastructure, technology and tools, we are also investing in the training and development of our employees, especially those who are new to United, to help ensure they gain proficiency in their roles and stay safe in the workplace. Our approach to safety is centered around three components: 1.
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. 18 Table of Contents
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. 16 Table of Contents
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.
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 and individual development, among others. 3. Robust professional and leadership development training programs for all career stages.
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. Information about Our Executive Officers Below is a list of the Company's executive officers as of the date hereof, including their name, office(s) held and age.
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. 14 Table of Contents Information about Our Executive Officers Below is a list of the Company's executive officers as of the date hereof, including their name, office(s) held and age.
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. 11 Table of Contents Succession planning provides us the opportunity to evaluate our key successors.
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. Succession planning provides us the opportunity to evaluate our key successors.
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.
In addition, the 10 Table of Contents 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.
The table below summarizes the fuel consumption and expense of UAL's aircraft (including the operations of our regional partners operating under CPAs) during the last three years.
The table below summarizes the fuel consumption and expense of UAL's aircraft (including the operations of our regional carriers operating under CPAs) during the last three years.
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.
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 stockholders. We align our executives' long-term equity compensation with our stockholders' interests by linking realizable pay with stock performance.
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 in addition to changes in operating procedures due to overbooked, canceled or delayed flights. 14 Table of Contents Airport Access.
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 in addition to changes in operating procedures due to overbooked, canceled or delayed flights. Airport Access.
Air Cargo. United provides freight and mail transportation services (air cargo). The majority of air cargo services are provided to commercial businesses, freight forwarders, logistics firms and national postal services. Through our global network, our air cargo operations are able to connect the world's major freight gateways.
Air Cargo. The Company provides freight and mail transportation services ("Air Cargo"). The majority of Air Cargo services are provided to commercial businesses, freight forwarders, logistics firms and national postal services. Through our global network, the Company's Air Cargo operations are able to connect the world's major freight gateways.
(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.
(b) Excludes biogenic emissions in accordance with the Greenhouse Gas Protocol. (c) Intensity rates and operational figures are calculated based on third-party verified data for 2023 and 2022. (d) The number of mainline revenue (passenger and cargo) tons transported multiplied by the number of kilometers flown on each segment.
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.
To ensure accountability over time, we have committed to sharing our U.S. workforce self-identified demographic data 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.
Leskinen was an executive director at J.P. Morgan Asset Management from 2013 to 2017, where he led the firm's investment efforts in aerospace, defense, and airlines. From 2009 to 2013, he worked at Oppenheimer Funds focused on the aerospace sector. Andrew Nocella. Mr.
Leskinen was an executive director at J.P. Morgan Asset Management from 2013 to 2017, where he led the firm's 15 Table of Contents investment efforts in aerospace, defense, and airlines. From 2009 to 2013, he worked at Oppenheimer Funds focused on the aerospace sector. Andrew Nocella. Mr.
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.
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, as noted above, a sizable expense for the Company.
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 2024, the Company hired approximately 10,270 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.
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 believes that policies that incentivize the production of SAF, such as the passage of tax credit incentives for the production of SAF, 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.
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, sustainable aviation fuel blending mandates and the use of products and material such as single-use plastics.
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 and the use of products and material such as single-use plastics.
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 expected fuel consumption, although the Company regularly reviews its strategy based on market conditions and other factors. Industry Conditions Domestic Competition.
The price of aircraft fuel used by our operations has fluctuated substantially in the past 5 Table of Contents several years. 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.
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.
Our continuously evolving SMS allows us to proactively identify hazards and mitigate risks to help ensure the safety of our customers and our employees as we grow.
Human Capital Management 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.
Human Capital Management and Resources Demographics : As of December 31, 2024, UAL, including its subsidiaries, had approximately 107,300 employees, of whom approximately 82% 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.
These passenger JBAs enable the participating carriers to integrate the services they provide in the respective regions, capturing revenue synergies and delivering enhanced customer benefits, such as highly competitive flight schedules, fares and services. Separate from the passenger JBAs, United is also a party to cargo JBAs with ANA for transpacific cargo services and with Lufthansa for transatlantic cargo services.
These passenger JBAs enable the participating carriers to integrate the services they 4 Table of Contents provide in the respective regions, capturing revenue synergies and delivering enhanced customer benefits, such as highly competitive flight schedules, fares and services. Separate from the passenger JBAs, United is also a party to a JBA with Lufthansa for transatlantic cargo services.
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.
The development of our Company culture that is centered on safety and promotes the importance of listening and responding to colleague feedback. As stated above, safety is first in everything we do and is our first Core4 service standard.
Total miles redeemed for flights on United and United Express, including class-of-service upgrades, represented approximately 92% of the total miles redeemed. In addition, excluding miles redeemed for flights on United and United Express, MileagePlus members redeemed miles for approximately 2.4 million other awards. These awards include United Club memberships, car and hotel awards, merchandise and flights on other air carriers.
Total miles redeemed for flights on United and United Express, including class-of-service upgrades, represented approximately 93% of the total miles redeemed. In addition, excluding miles redeemed for flights on United and United Express, MileagePlus members redeemed miles for approximately 3.7 million other awards. These awards include United Club memberships, car and hotel awards, merchandise and flights on other air carriers.
The Co-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's customer database. In 2023, approximately 7.4 million MileagePlus flight awards were used on United and United Express. These awards represented approximately 8.1% of United's total revenue passenger miles.
The Co-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's customer database. In 2024, approximately 9.2 million MileagePlus flight awards were used on United and United Express. These awards represented approximately 9% of United's total revenue passenger miles.
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.
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, in 2024, the total volume of SAF used in the Company's operations remained less than 0.3% of its total aviation fuel usage.
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. O ur executive team provides several avenues of engagement to inform our employee needs globally.
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. O ur executive team provides several avenues of engagement to inform our employee needs globally.
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 sustainability strategy 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 relevant technology.
Year Gallons Consumed (in millions) Fuel Expense (in millions) Average Price Per Gallon Percentage of Total Operating Expense 2023 4,205 $ 12,651 $ 3.01 26 % 2022 3,608 $ 13,113 $ 3.63 31 % 2021 2,729 $ 5,755 $ 2.11 22 % Our operational and financial results can be significantly impacted by changes in the price and availability of aircraft fuel.
Year Gallons Consumed (in millions) Fuel Expense (in millions) Average Price Per Gallon Percentage of Total Operating Expense 2024 4,444 $ 11,756 $ 2.65 23 % 2023 4,205 $ 12,651 $ 3.01 26 % 2022 3,608 $ 13,113 $ 3.63 31 % Our operational and financial results can be significantly impacted by changes in the price and availability of aircraft fuel.
Scott Kirby Chief Executive Officer 56 Michael Leskinen Executive Vice President and Chief Financial Officer 44 Andrew Nocella Executive Vice President and Chief Commercial Officer 54 Set forth below is a description of the background of each of the Company's executive officers.
Scott Kirby Chief Executive Officer 57 Michael Leskinen Executive Vice President and Chief Financial Officer 45 Andrew Nocella Executive Vice President and Chief Commercial Officer 55 Set forth below is a description of the background of each of the Company's executive officers.
We generate air cargo revenues in domestic and international markets through the use of cargo space on regularly scheduled passenger flights, as well as through interline and ground trucking arrangements. Distribution Channels. The Company's airline seat inventory and fares are distributed through the Company's direct channels, traditional travel agencies and online travel agencies ("OTA").
The Company generates Air Cargo revenues in domestic and international markets through the use of cargo capacity on regularly scheduled passenger flights, interline and charter flights, and ground trucking arrangements. Distribution Channels. The Company's airline seat inventory and fares are distributed through the Company's direct channels, traditional travel agencies and online travel agencies ("OTA").
The Company is also subject to investigation inquiries by the DOT, FAA, DOJ, DHS, the U.S. Food and Drug Administration ("FDA"), the U.S. Department of Agriculture ("USDA"), Centers for Disease Control and Prevention ("CDC"), OSHA and other U.S. and international regulatory bodies. Airport Access.
The Company is also subject to investigation inquiries by the DOT, FAA, DOJ, DHS, the U.S. Food and Drug Administration, the U.S. Department of Agriculture, Centers for Disease Control and Prevention, the Occupational Safety and Health Administration and other U.S. regulatory bodies. Airport Access.
In connection with the Company'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.
International air transportation is subject to extensive government regulation. In connection with the Company'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.
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.
Our executives and senior leaders are engaged in succession planning by regularly evaluating, developing and mentoring our talent. 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 rule, if finalized, 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.
Additionally, the rule requires 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.
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 Approach to Corporate Citizenship and Value Creation At United "Good Leads the Way" is more than a slogan; it fuels our mission to build the world's biggest and best airline.
("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.
("UAV"), has been collaborating with, as well as investing in, early-stage 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 SAF in our operations is critical to helping mitigate our exposure to volatile fuel prices and achieving our climate goals.
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.
These challenges with present-day SAF have informed the Company's strategy of investing in 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.
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.
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.
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.
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 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.
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 11 Table of Contents to those discussed below, affect our operations and increase our operating costs, and future regulatory developments may continue to do the same.
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.
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. Other jurisdictions are proposing or enacting regulations to limit GHG emissions from aviation.
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.
While the Company currently is an aviation leader in investing in technologies focused on decarbonizing aviation and its associated energy supply chains, SAF supply in the jet fuel market is constrained and represents, according to industry estimates, less than 1% of global commercial aviation fuel usage.
Depending on the nature of any such change, the value of the Company'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, which may enhance or diminish the value of the Company's existing international route authorizations and slot rights.
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.
Name Position Age Torbjorn (Toby) J. Enqvist Executive Vice President and Chief Operations Officer 52 Kate Gebo Executive Vice President Human Resources and Labor Relations 55 Brett J. Hart President 54 Linda P. Jojo Executive Vice President and Chief Customer Officer 58 J.
Name Position Age Torbjorn (Toby) J. Enqvist Executive Vice President and Chief Operations Officer 53 Kate Gebo Executive Vice President Human Resources and Labor Relations 56 Brett J. Hart President 55 J.
Other regulations are emerging globally that would require companies such as United to increasingly measure, disclose, and mitigate environmental sustainability risks both within their operations and their supply chains, such as the EU's Corporate Sustainability Due Diligence Directive and Corporate Sustainability Reporting Directive. Other Regulations .
SAF blending mandates have also been introduced or proposed in France, Norway, India, and Japan. Other regulations are also emerging globally that would require companies such as United to increasingly measure, disclose, and mitigate environmental sustainability risks both within their operations and their supply chains, such as the EU's Corporate Sustainability Due Diligence Directive and Corporate Sustainability Reporting Directive.
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.
Because PFOA, PFOS and other PFAS substances are regulated under CERCLA and other environmental cleanup laws, the Company may become subject to potential liability for its historic usage of materials containing PFAS, in addition to potential liabilities for other hazardous substances generated by the Company's operations.
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.
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 with few to no additional alterations required. The Company is working with strategic partners to scale, employ and commercialize the use of SAF.
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, expected to be finalized in March 2024, would authorize the EPA to order cleanup actions and hold responsible parties liable under CERCLA's joint and several liability scheme.
In April 2024, the EPA designated two PFAS substances, perfluorooctanoic acid ("PFOA") and perfluorooctanesulfonic acid ("PFOS") as hazardous substances under CERCLA. The rule authorizes the EPA to order cleanup actions and hold responsible parties liable under CERCLA's joint and several liability scheme.
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 2024, about 69% of our senior leader positions filled were internal placements and 606 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. The Company's policies strictly prohibit any form of employment discrimination.
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 laser focus on safety is not only essential to our success but also foundational to our culture. 6 Table of Contents 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.
Kirby served as President of UAL and United from August 2016 to May 2020. 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 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.
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.
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, responsive to the world in which we operate, responsible for our actions and committed to doing the right thing.
(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.
(g) Scope 1+2 and Scope 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.
In addition to its members, during 2023, Star Alliance included Shanghai-based Juneyao Airlines and Thailand-based Thai Smile Airways, a subsidiary of THAI Airways International, as connecting partners and Germany-based Deutsche Bahn, a rail company, as an intermodal partner.
In addition to its members, Star Alliance includes Shanghai-based Juneyao Airlines as a connecting partner and Germany-based Deutsche Bahn, a rail company, as an intermodal partner.
(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.
(e) Scope 1+2 and Scope 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. (f) The number of seats available for passengers multiplied by the number of scheduled miles those seats are flown.
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. 16 Table of Contents While the Company is required to comply with numerous applicable environmental regulations, the Company believes that these 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.
While the Company is required to comply with numerous applicable environmental regulations, the Company believes that these regulations and programs, including the first phase of CORSIA, EPA regulations regarding PFAS and GHG emissions, and other environmental regulations, are not reasonably likely to have a material effect on the Company's results or competitive position.
Such agreements typically do not contain an expiration date and instead specify an 12 Table of Contents 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 Employees Union Agreement Open for Amendment United Airlines, Inc.: Flight Attendants 25,803 Association of Flight Attendants August 2021 Fleet Service 15,624 International Association of Machinists and Aerospace Workers (the "IAM") May 2025 Pilots 15,445 Air Line Pilots Association ("ALPA") October 2027 Passenger Service 11,674 IAM May 2025 Technicians 9,752 International Brotherhood of Teamsters (the "IBT") December 2024 Storekeepers 1,216 IAM May 2025 Dispatchers 500 Professional Airline Flight Control Association December 2024 Fleet Tech Instructors 167 IAM May 2025 Technical Operations Maintenance Planners 123 IBT May 2028 Technical Operations Maintenance Controllers 84 IBT November 2026 Load Planners 77 IAM May 2025 (a) Maintenance Instructors 54 IAM May 2025 Security Officers 40 IAM May 2025 (a) United Ground Express, Inc.: Passenger Service 5,163 IAM March 2025 (a) Reflecting contract ratification in February 2024.
Such agreements typically do not contain an expiration date and instead specify an 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, 2024: Employee Group Number of Employees Union Agreement Open for Amendment United Airlines, Inc.: Flight Attendants 26,337 Association of Flight Attendants August 2021 Fleet Service 16,017 International Association of Machinists and Aerospace Workers (the "IAM") May 2025 Pilots 16,123 Air Line Pilots Association ("ALPA") October 2027 Passenger Service 11,650 IAM May 2025 Technicians 9,967 International Brotherhood of Teamsters (the "IBT") December 2024 Storekeepers 1,300 IAM May 2025 Dispatchers 515 Professional Airline Flight Control Association December 2024 Fleet Tech Instructors 146 IAM May 2025 Technical Operations Maintenance Planners 136 IBT May 2028 Technical Operations Maintenance Controllers 88 IBT November 2026 Load Planners 78 IAM May 2025 Maintenance Instructors 55 IAM May 2025 Security Officers 43 IAM May 2025 United Ground Express, Inc.: Passenger Service 5,882 IAM March 2025 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.
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.
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.
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.
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 continue to increase in the immediate future as the Company continues to grow.
Additional quantitative emissions data for fiscal years 2022 and 2021 are as follows: 9 Table of Contents Carbon Emissions 2022 2021 Direct (Scope 1) GHG Emissions in Metric Tons CO 2 e Gross GHG emissions 30,400,715 21,375,275 Net GHG emissions 30,400,715 21,370,485 Biogenic Emissions in Metric Tons CO 2 e Biogenic (Outside of Scope) Emissions 26,806 Not calculated Indirect Emissions in Metric Tons CO 2 e Indirect (Scope 2) GHG emissions 149,252 160,794 Other indirect (Scope 3) GHG emissions (a) 13,343,676 5,561,745 Total Net GHG Emissions in Metric Tons CO 2 e (b) 43,893,642 27,093,024 Carbon Emissions Intensity Rates (c) 2022 2021 Emissions Intensity per Revenue ton-kilometer ("RTK") Mainline RTKs (millions) (d) 39,526 25,212 Metric tons CO 2 e/1,000 mainline RTKs (e) 773 854 Metric tons CO 2 e/1,000 mainline and regional RTKs (f) 1,098 1,307 Emissions Intensity per ASM ASMs (millions) (g) 247,858 178,684 Metric tons CO 2 e/1,000 mainline and regional ASMs (h) 176 151 (a) 2021 included Scope 3 categories 4, 7, 14 and 15 while 2022 included Scope 3 categories 3, 4, 7, 14 and 15.
Additional quantitative emissions data for fiscal years 2023 and 2022 are as follows: Carbon Emissions 2023 2022 Direct (Scope 1) GHG Emissions in Metric Tons CO 2 e Gross and Net GHG emissions 36,590,472 30,400,715 Biogenic Emissions in Metric Tons CO 2 e Biogenic (Outside of Scope) Emissions 67,395 26,806 Indirect Emissions in Metric Tons CO 2 e Indirect (Scope 2) GHG emissions 144,019 149,252 Other indirect (Scope 3) GHG emissions (a) 12,671,510 13,343,676 Total Net GHG Emissions in Metric Tons CO 2 e (b) 49,406,001 43,893,642 Carbon Emissions Intensity Rates (c) 2023 2022 Emissions Intensity per Revenue ton-kilometer ("RTK") Mainline RTKs (millions) (d) 46,361 39,526 Metric tons CO 2 e/1,000 mainline and regional RTKs (e) 1,057 1,098 Emissions Intensity per ASM ASMs (millions) (f) 291,333 247,858 Metric tons CO 2 e/1,000 mainline and regional ASMs (g) 169 176 (a) Includes Scope 3 categories 3, 4, 7, 14 and 15.
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.
We are focused on promoting our safety culture to help ensure that every employee across United holds each other to the highest safety standards.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe Company's reputation or brand image could be adversely impacted by any failure to maintain satisfactory practices for all of our operations and activities; any failure or perceived failure to achieve and/or make progress toward our environmental, safety, diversity, equity 24 Table of Contents and inclusion or other social and governance ("ESG") goals, which are aspirational and subject to risks and uncertainties that are outside of our control; our stakeholders not being satisfied with our ESG goals or strategy or efforts to meet such 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 that we disclose in relation to our ESG goals; or customer perceptions of statements made by us, our employees and executives, agents or other third parties.
Biggest changeThe Company's reputation or brand image could be adversely impacted by any failure to maintain satisfactory practices for all of our operations and activities; any failure or perceived failure to achieve and/or make progress toward any publicly-announced safety, community impact, environmental sustainability, human capital management, people impact, responsible sourcing, cybersecurity or governance ("Corporate Citizenship") goals, which are aspirational, subject to risks and uncertainties that are outside of our control and are not guarantees that we will be able to achieve them, within the anticipated timelines disclosed or at all; our stakeholders, including proxy advisory services, not being satisfied with our Corporate Citizenship goals or strategy, our efforts to meet such goals or our actual or perceived position or lack of position on political, public policy or other sensitive issues; public pressure, which can be varied and conflicting, from investors or policy groups to change our Corporate Citizenship policies and strategies or our position on political, public policy or other sensitive issues; customer perceptions of our advertising campaigns, sponsorship arrangements or marketing programs, including greenwashing concerns regarding our advertising campaigns and marketing programs related to our sustainability initiatives; deficiencies in the quantitative data that we disclose in relation to our Corporate Citizenship goals; customer perceptions of statements made by us, our employees, executives or agents or others; or negative or inaccurate publicity, such as posts, articles or comments on social media, on the internet or in the press.
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 change our route network and execute our United Next strategy.
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 may limit our ability to expand or change our route network and execute our United Next strategy.
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.
The DOT (including the 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.
However, to the extent the Company decides to start a hedging program to hedge a portion of its future fuel requirements, 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.
However, to the extent the Company decides to start a hedging program to hedge a portion of its future fuel requirements, 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 the breakdown of correlation between any such hedging instrument and the market price of aircraft fuel and failure of hedge counterparties.
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.
For example, over the past 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.
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.
Such transactions may include the exercise of warrants ("Warrants") issued in connection with the Coronavirus Aid, Relief, and Economic Security 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.
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.
Furthermore, an increase in price levels generally or in price levels in a particular sector (such as current 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.
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.
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 fully disclosed to us.
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.
We currently have sufficient slots or analogous authorizations to operate our existing flights and we have generally, but not always, been able to obtain the rights to expand our operations and to change our schedules, but there can be no assurance that we can maintain existing service or implement new service in a cost-effective manner in the future.
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.
Similarly, a government or regulatory agency, including the 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 a significant impact on our operations.
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.
In addition, the failure of any of the Company's third-party service providers to perform their service obligations adequately, or other interruptions of services, may reduce the Company's revenues and increase its expenses, prevent the Company from operating its flights and providing other services to its customers or result in adverse publicity or harm to our brand.
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.
Given the highly competitive nature of the airline industry, the Company historically has 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.
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.
The rapid evolution of AI, including current and 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.
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.
Many of our suppliers are experiencing inflationary pressures, as well as disruptions due to the lingering impacts of global supply chain disruption and labor market constraints and related costs.
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, including as a result of non-monetary remedies, and could also result in adverse publicity.
No assurances can be given that the results of these or any potential 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, including as a result of non-monetary remedies, and could also result in adverse publicity.
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 may result in higher costs or less favorable terms, or through the purchase or lease of used aircraft.
Additionally, the Company may have a need for additional aircraft that are not available under its existing firm orders or options and may seek to acquire aircraft from other sources, such as through lease arrangements, which may result in higher costs or less favorable terms, or through the purchase or lease of used aircraft.
The Company may be required to recognize losses in the future due to, among 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 frequent flyer database, unfavorable trends in historical or forecasted results of operations and cash flows and an uncertain economic environment, as well as other uncertainties.
The Company may be required to recognize losses in 30 Table of Contents the future due to, among 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 frequent flyer database, unfavorable trends in historical or forecasted results of operations and cash flows and an uncertain economic environment, as well as other uncertainties.
For example, in January 2024, t he 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.
For example, in January 2024, t he FAA issued an Emergency Airworthiness Directive suspending service of all Boeing 737 MAX 9 aircraft operated by U.S. airlines, resulting in the temporary grounding of all 79 of the Company's Boeing 737 MAX 9 aircraft, which negatively impacted the Company's financial performance in the first quarter of 2024.
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.
While we endeavor 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.
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.
Our ability to compete effectively, particularly in the domestic market, depends, in part, on our ability to maintain a competitive cost structure. If we cannot maintain our costs at a competitive level, then our business, operating results and financial condition could be materially and adversely affected.
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.
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 or other stakeholders.
Such factors have adversely affected, and could in the future adversely affect, the Company. As a result, the Company'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.
Such factors have adversely affected, and could in the future continue to adversely affect, the Company. As a result, the Company'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.
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.
Business, Operational and Industry Risks The Company could experience adverse publicity, increased regulatory scrutiny, harm to its brand, reduced travel demand, potential tort liability and operational restrictions as a result of an accident, catastrophe or incident involving its aircraft or its operations or the aircraft or operations of another airline, which may result in a material adverse effect on the Company's business, operating results or financial condition.
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.
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, we may be responsible for material liabilities to our counterparties if we were to attempt to modify or terminate any of our existing aircraft order commitments and our financial condition could be adversely impacted.
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.
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 were designated by U.S.
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.
Much of our future success is largely dependent on our continued ability to attract, train and retain talented, highly-qualified 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.
In addition, certain of our operations and facilities around the world are in locations that may be impacted by the physical impacts of climate change and we could incur significant costs to improve the climate resiliency of our infrastructure and supply chain and otherwise prepare for, respond to, and mitigate the effects of climate change.
In addition, certain of our and our vendors' and airport authorities' operations and facilities around the world are in locations that may be impacted by the physical impacts of climate change and we could incur significant costs to improve the climate resiliency of our infrastructure and supply chain and otherwise prepare for, respond to, and mitigate the effects of climate change.
Moreover, we could also be subject to climate litigation, as groups, individuals, and governmental authorities affected by climate change seek to recover climate-related damages from entities they perceive as being partially responsible for human-induced climate change because of the emission of GHGs from their operations.
More broadly, we could also be subject to climate litigation, as groups, individuals and governmental authorities affected by climate change seek to recover climate-related damages from entities they perceive as being partially responsible for human-induced climate change because of the emission of GHGs from their operations.
Previously, in 20 Table of Contents February 2021, the FAA issued an Emergency Airworthiness Directive regarding certain Boeing 777 Pratt & Whitney powered aircraft, which required the Company to keep more than 50 aircraft out of service until required repairs were made to improve the safety of the engines.
Previously, in February 2021, the FAA issued an Emergency Airworthiness Directive regarding certain Boeing 777 Pratt & Whitney powered aircraft, which required the Company to keep more than 50 aircraft out of service until required repairs were made to improve the safety of the engines.
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.
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. 26 Table of Contents federal authorities and other applicable foreign government clearances or satisfaction of other applicable regulatory requirements.
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.
Furthermore, the loss, disclosure, misappropriation of or access to sensitive Company information, customers', employees' or business partners' information or the Company's 24 Table of Contents failure to meet its privacy or data protection obligations could result in legal claims or proceedings, penalties and remediation costs.
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.
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 have caused, and may in the future cause, flight delays or cancellations.
There can be no assurance that the Company's hedging arrangements, if 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's hedging arrangements. Additionally, deterioration in the Company's financial condition could negatively affect its ability to enter into hedge contracts in the future.
There can be no assurance that any such hedging arrangements would provide any particular level of protection against rises in fuel prices or that the counterparties to any such hedging arrangements would be able to perform. Additionally, deterioration in the Company's financial condition could negatively affect its ability to enter into hedge contracts in the future.
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 the recent past, United Express regional carriers have been unable to hire adequate numbers of pilots to meet their needs, resulting in a reduction in the number of flights offered, disruptions in scheduled flights, increased costs of operations, financial difficulties and other adverse effects and these circumstances may arise again and may become more severe in the future, which could cause a material adverse effect on our business.
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.
United Next, the Company's strategic operating plan, includes firm orders of over 660 narrow- and widebody aircraft, retrofitting plans and plans to continue to increase mainline daily departures and available seats across the Company's North American network.
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.
The Company may face challenges in implementing, integrating and modifying the automated systems and technologies required to 23 Table of Contents 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.
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 aircraft.
In addition, any such accident, catastrophe or incident involving the Company, its regional carriers or its codeshare partners could result in operational 18 Table of Contents restrictions on the Company, including voluntary or mandatory groundings of aircraft.
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 concerns 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 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 for a number of reasons, including based on economic factors or concerns regarding the validity of a book and claim approach for claiming the emissions reductions from SAF, constraints on supplies of SAF that meet customer requirements 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's operating results generally reflect this seasonality but have also been impacted by numerous other factors that are not necessarily seasonal, including, among others, 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, as well as related consumer perceptions.
The Company's operating results generally reflect this seasonality but have also been impacted by numerous other factors that are not necessarily seasonal, including, among others, extreme or severe weather, outbreaks of disease, public health issues (such as the COVID-19 pandemic) and associated government restrictions and regulations, 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, as well as related consumer perceptions.
In addition, an event of default or declaration of acceleration under one financing agreement could also result in an 31 Table of Contents event of default under other of our financing agreements due to cross-default and cross-acceleration provisions.
In addition, an event of default or declaration of acceleration under one financing agreement could also result in an event of default under other of our financing agreements due to cross-default and cross-acceleration provisions.
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.
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 we derive significant operating revenues, volatile conditions in certain international regions may have a negative impact on our operating results and our ability to achieve our business objectives.
Open Skies agreements, including the longstanding agreements between the United States and each of the EU, Canada, Japan, Korea, New Zealand, Australia, Colombia and Panama, as well as the more recent agreements between the United States and each of Mexico, Brazil and the UK, may also give rise to better integration opportunities among international carriers.
Open Skies agreements, including the agreements between the United States and each of the EU, Canada, Japan, Korea, New Zealand, Australia, Colombia, Panama, Mexico, Brazil and the UK, may also give rise to better integration opportunities among international carriers.
Rising fuel 30 Table of Contents 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.
Rising fuel 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.
Any new or enhanced requirements resulting from the FAA Authorization Renewal may materially impact our operations and costs. 27 Table of Contents 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.
Any new or enhanced requirements resulting from the FAA reauthorization may materially impact our operations and costs. 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.
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.
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 and insurers, or the off-site disposal of waste generated at our facilities.
EPA as hazardous substances under the Comprehensive Environmental Response, Compensation & Liability Act.
EPA in 2024 as hazardous substances under the Comprehensive Environmental Response, Compensation & Liability Act.
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 designed to reduce the likelihood that the Company experiences an "ownership change" by deterring certain acquisitions of Company securities.
On December 4, 2023, the Company entered into an amendment to extend the Plan until December 4, 2026, which was approved by the Company's stockholders at the Company's 2024 annual meeting of stockholders. The Plan is designed to reduce the likelihood that the Company experiences an "ownership change" by deterring certain acquisitions of Company securities.
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.
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 reactions from investors or other stakeholders, which could result in adverse effects to the Company.
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.
If we do not successfully execute our United Next or other strategic plans, if actual results vary significantly from our expectations or if we otherwise fail to successfully structure our business to meet market conditions, our business, operating results, financial condition and market capitalization could be materially and adversely impacted.
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.
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 potentially requiring the Company to reduce its schedule, thereby reducing revenues.
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.
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.
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.
While the Company has not yet purchased carbon offsets for CORSIA compliance, the Company anticipates 27 Table of Contents 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.
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 26 Table of Contents collective bargaining agreements.
As of December 31, 2024, the Company and its subsidiaries had approximately 107,300 employees, of whom approximately 82% 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 collective bargaining agreements.
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.
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 a certified class action lawsuit relating to its vaccination requirements for employees.
If we were to default under the MileagePlus Financing agreements, the lenders' exercise of remedies could result in our loss of the MileagePlus program, which would have a material adverse effect on our business, results of operations and financial condition.
If we were to default under the agreements governing the MileagePlus Senior Secured Notes, the noteholders' exercise of remedies could result in our loss of the MileagePlus program, which would have a material adverse effect on our business, results of operations and financial condition.
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.
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 delays in aircraft deliveries and the temporary grounding of the Boeing 737 MAX 9 aircraft.
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.
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. 29 Table of Contents 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.
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.
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 $102.44 and a low of $37.88 in the year ended December 31, 2024.
For example, due to the delay of the certification of the 737 MAX 10 aircraft and continued supply chain issues, the Company currently expects a reduction in deliveries from Boeing during the next couple of years, which has caused the Company to rework its fleet plan and may impact our financial position, results of operations and cash flows.
For example, due to the continuing supply chain issues and continuing production delays, the Company currently expects a reduction in deliveries from Boeing during the next couple of years, which has caused the Company to rework its fleet plan and may impact our financial position, results of operations and cash flows.
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.
Significant declines in industry passenger demand, particularly with respect to the Company's business and premium cabin travelers and a reduction in fare levels could lead to a material reduction in revenue, changes to the Company's operations and deferrals of capital expenditure and other spending.
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.
During the year ended December 31, 2024, the Company's fuel expense was approximately $11.8 billion. The timely and adequate supply of fuel to 28 Table of Contents meet operational demand depends on the continued availability of reliable fuel supply sources as well as related service and delivery infrastructure.
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. 23 Table of Contents The airline industry is heavily dependent on business models that concentrate operations in major airports in the United States and throughout the world.
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 21 Table of Contents 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.
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.
There is also a risk that a patchwork of inconsistent or conflicting regional environmental requirements 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.
In addition, our financing agreements contain other negative covenants customary for such financings. If we fail to comply with these covenants and are unable to remedy or obtain a waiver or amendment, an event of default would result. If an event of default were to occur, the lenders could, among other things, declare outstanding amounts immediately due and payable.
If we fail to comply with these covenants and are unable to remedy or obtain a waiver or amendment, an event of default would result. If an event of default were to occur, the lenders could, among other things, declare outstanding amounts immediately due and payable.
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.
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.
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 Table of Contents press releases, our other public announcements and our filings with the SEC; changes in the competitive landscape for the airline industry, including any changes resulting from industry consolidation whether or not involving our Company; an accident, catastrophe or incident involving an aircraft that the Company operates; mandatory grounding of an aircraft that the Company operates; changes in general conditions in the United States and global economy, financial markets or airline industry, including those resulting from changes in fuel prices or fuel shortages, war, incidents of terrorism, pandemics or responses to such events; our liquidity position; the sale of substantial amounts of our common stock; and the other risks described in these "Risk Factors." In addition, in recent periods, the stock market has experienced extreme declines and volatility.
The market price of our common stock could fluctuate significantly for various reasons which include: 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 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 the 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 economies, financial markets or airline industries, including those resulting from changes in fuel prices or fuel shortages, war, incidents of terrorism, pandemics, geopolitical conflicts or responses to such events; our liquidity position; the sale of substantial amounts of our common stock; and the other risks described in these "Risk Factors." The Company's operating results fluctuate due to seasonality and other factors associated with the airline industry, many of which are beyond the Company's control.
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.
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 have materially increased the Company's labor costs due to wage inflation.
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.
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. 20 Table of Contents Disruptions to our regional networks, the pilot shortage or other factors could adversely affect our business, operating results and financial condition.
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.
Adverse decisions in these cases could negatively impact our operational flexibility and ability to apply our collective bargaining agreements as negotiated. 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.
As of December 31, 2023, UAL reported consolidated U.S. federal net operating loss ("NOL") carryforwards of approximately $12.0 billion.
As of December 31, 2024, UAL reported consolidated U.S. federal net operating loss ("NOL") carryforwards of approximately $9.7 billion.
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.
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 could be significant if future legal standards and regulatory policies do not align with or support the Company's plans to achieve its climate goals.
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'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 achievement of our goals is therefore largely dependent on the significant development of and maturation in the SAF market.
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.
Human Capital Management Risks Union disputes, employee strikes or slowdowns and other labor-related disruptions as well as increased labor and regulatory compliance costs could adversely affect the Company's business, operations and results of operations. United is a highly unionized company.
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.
Although the Railway Labor Act makes such actions unlawful until the parties have been lawfully released to self-help after the failure of direct negotiation, mediation and arbitration process to reach a resolution, and the Company can seek injunctive relief against premature self-help, such actions can cause significant harm to the Company's operations even if ultimately enjoined.
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 brand image could adversely affect our business or financial 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.
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.
For example, the suspension of the Company's overflying in Russian airspace as a result of the Russia-Ukraine military conflict and interruptions of our flying as a result of the military conflict in the Middle East have significantly impacted our financial condition, cash flows and results of operations.
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.
As a result we may take actions to ensure that the MileagePlus Senior Secured Notes are repaid or that the noteholders' remedies under such agreements are not exercised, potentially to the detriment of our other creditors.
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.
Our reputation and brand image may be impacted by our ability to comply with applicable Corporate Citizenship-related federal, state and international binding or non-binding legislation, regulation, standards and accords as well as by the accuracy, adequacy or completeness of our disclosures relating to our Corporate Citizenship goals and initiatives and progress towards those goals.
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.
The Company plans to continue to make additional investments, including through its corporate venture capital arm, UAV, and through the Fund.
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.
Compliance with U.S. and international regulations imposes significant costs and may have adverse effects on the Company. 25 Table of Contents 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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeTo 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.
Biggest changeTo manage these risks, the Company considers the impact of third-party incidents as part of its cybersecurity incident response processes. The Company also conducts evaluations of key suppliers based on risk and seeks to incorporate appropriate security standards to manage the risk.
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.
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 or business strategy" and "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 Form 10-K.
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.
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 the risk factor disclosures in Part I, Item 1A. of this report.
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 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. 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.
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.
On a regular basis, the Audit Committee reviews reports from the Company's Chief Information Security Officer ("CISO") or her representative(s) regarding the identification and management of cybersecurity risks, including when applicable, notable cybersecurity threats or incidents impacting the aviation sector and 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.
The CISO leads the Company's Cybersecurity and Digital Risk ("CDR") organization, which oversees the Company's 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 has served on the U.S.
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.
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 based on changes to the technical or regulatory environment.
The CDR organization includes teams focusing on Cyber Defense, Identity & Digital Trust, and Secure Product Solutions & Aircraft Cybersecurity Operations.
The CDR organization includes teams focusing on cyber defense, identity & digital trust, secure product solutions & aircraft cybersecurity operations.
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 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, retail and hospitality and other critical infrastructure sectors.
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.
However, because the Company utilizes a risk-based strategy, based on professional judgment and analysis of the risks, it is possible that the Company may underappreciate or not recognize a specific risk. Moreover, even the best designed and implemented security controls may not eliminate the occurrence of cybersecurity incidents.
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.
The Company's senior leadership, including across the functions of the Company's safety, legal, government affairs, operations, aviation security, finance, communications and digital technology as well as others when appropriate, support CDR and contribute to the management of cybersecurity and digital risk by attending regular cybersecurity risk reviews and participating in cybersecurity exercises.
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 Table of Contents and Analysis Center (A-ISAC).
She serves on the board of directors of the Internet Security Alliance, is currently a member of the Cybersecurity Council at Airlines for America (and has served as Chair) and is currently a member of the board of directors of the Aviation Information Sharing and Analysis Center (A-ISAC).
The 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.
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.
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 teams include individuals with a variety of cybersecurity expertise, including expertise in penetration testing; application cybersecurity; product cybersecurity; cloud cybersecurity; infrastructure cybersecurity; cybersecurity engineering and architecture; 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.
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.
When appropriate, during the incident response process, the CISO, CDR leadership and the Company's Chief Legal Officer may be informed and consulted and if deemed necessary, incidents may be escalated for review by the Senior Leader Crisis Team, which consists of cross-functional leaders of the Company.
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.
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. The Company also employs third-party cybersecurity companies to add capacity or expertise when necessary.
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 Table of Contents cybersecurity initiatives.
The Company maintains a process in which a subgroup of the Company's Disclosure Council would make a recommendation regarding the materiality of a cybersecurity incident to the full Disclosure Council and subsequently to the Audit Committee. Additionally, the CDR organization has frequent operating rhythms to, among other things, review cybersecurity incidents and track the progress of cybersecurity initiatives.
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.
The Company also regularly monitors the external cybersecurity posture of select third parties through various service providers. 32 Table of Contents Crucially, the Company and its suppliers strive to design and implement technical and organizational controls comprehensively, consistently and effectively as intended to protect the confidentiality, integrity or availability of systems and data.
Removed
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.
Added
Additionally, assessments of the Company's cybersecurity program are periodically conducted by independent third-party assessors.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAs of December 31, 2023, United's mainline and regional fleets consisted of the following: Aircraft Type Total Owned Leased Seats in Standard Configuration Average Age (In Years) Mainline: 777-300ER 22 22 — 350 6.0 777-200ER 55 54 1 276-362 23.8 777-200 19 19 — 364 26.5 787-10 21 21 — 318 3.2 787-9 38 34 4 257 6.3 787-8 12 12 — 243 10.5 767-400ER 16 16 — 231 22.3 767-300ER 37 37 — 167-203 27.8 757-300 21 21 — 234 21.3 757-200 40 39 1 176 26.9 737 MAX 9 79 63 16 179 2.0 737 MAX 8 80 34 46 166 1.0 737-900ER 136 136 — 179 11.0 737-900 12 10 2 179 22.3 737-800 141 119 22 166 19.8 737-700 40 38 2 126 24.8 A321neo 4 4 — 200 0.1 A320-200 91 81 10 150 24.9 A319-100 81 52 29 126 22.1 Total mainline 945 812 133 16.0 Aircraft Type Total Owned Owned or Leased by Regional Carrier Regional Carrier Operator and Number of Aircraft Seats in Standard Configuration Regional: Embraer E175/E175LL 189 73 116 SkyWest: Mesa: Republic: 90 54 45 70/76 Embraer 170 21 — 21 Republic: 21 70 CRJ900 26 — 26 Mesa: 26 76 CRJ700 19 — 19 SkyWest: 19 70 CRJ550 35 2 33 GoJet: 35 50 CRJ200 70 — 70 SkyWest: 70 50 Embraer ERJ 145XR 53 53 — CommuteAir: 53 50 Total regional 413 128 285 35 Table of Contents In addition to the aircraft presented in the table above, United owned or leased the following regional aircraft as of December 31, 2023: • 24 CRJ550s, 26 E175/E175LLs and 45 Embraer ERJ 145s that were temporarily grounded; and • 8 CRJ700s awaiting conversion to CRJ550s.
Biggest changeAs of December 31, 2024, United's mainline and regional fleets consisted of the following: Aircraft Type Total Owned Leased Seats in Standard Configuration Average Age (In Years) Mainline: 777-300ER 22 22 — 350 7.0 777-200ER 55 54 1 276-362 24.8 777-200 19 19 — 364 27.5 787-10 21 21 — 318 4.2 787-9 41 34 7 257 6.7 787-8 12 12 — 243 11.5 767-400ER 16 16 — 231 23.3 767-300ER 37 37 — 167-203 28.8 757-300 21 21 — 234 22.3 757-200 40 39 1 176 27.9 737 MAX 9 85 61 24 179 2.8 737 MAX 8 107 48 59 166 1.6 737-900ER 136 136 — 179 12.0 737-900 12 12 — 179 23.3 737-800 141 130 11 166 20.8 737-700 40 38 2 126 25.8 A321neo 29 24 5 200 0.4 A320-200 79 78 1 150 25.3 A319-100 81 52 29 126 23.1 Total mainline 994 854 140 15.8 33 Table of Contents Aircraft Type Total Owned Owned or Leased by Regional Carrier Regional Carrier Operator and Number of Aircraft Seats in Standard Configuration Regional: E175 217 102 115 SkyWest: 111 Mesa: 55 Republic: 51 70/76 E170 15 — 15 Republic: 15 70 CRJ900 6 — 6 Mesa: 6 76 CRJ700 17 — 17 SkyWest: 17 70 CRJ550 50 13 37 GoJet: 46 SkyWest: 4 50 CRJ200 50 — 50 SkyWest: 50 50 ERJ145XR 57 57 — CommuteAir: 57 50 Total regional 412 172 240 In addition to the aircraft presented in the table above, United owned or leased the following regional aircraft as of December 31, 2024: • 6 CRJ550s, 5 E175s and 38 ERJ145XRs that are temporarily grounded; and • 8 CRJ700s awaiting conversion to CRJ550s.
The amount and timing of the Company's future capital commitments could change to the extent that: (i) the Company and the aircraft manufacturers, with whom the Company has existing orders for new aircraft, agree to modify the contracts governing those orders; (ii) rights are exercised pursuant to the relevant agreements to cancel deliveries or modify the timing of deliveries; or (iii) the aircraft manufacturers are unable to deliver in accordance with the terms of those orders.
The amount and timing of the Company's future capital commitments could change to the extent that: (i) the Company and the aircraft manufacturers, with whom the Company has existing orders for new aircraft, agree to modify (or further modify) the contracts governing those orders; (ii) rights are exercised pursuant to the relevant agreements to cancel deliveries or modify the timing of deliveries; or (iii) the aircraft manufacturers are unable to deliver in accordance with the terms of those orders.
See Note 12 to the financial statements included in Part II, Item 8 of this report for additional information. Facilities. United leases gates, hangar sites, terminal buildings and other airport facilities in the municipalities it serves. United has major terminal facility leases at SFO, IAD, ORD, LAX, DEN, EWR, IAH and GUM with expiration dates ranging from 2024 through 2053.
See Note 12 to the financial statements included in Part II, Item 8 of this report for additional information. Facilities. United leases gates, hangar sites, terminal buildings and other airport facilities in the municipalities it serves. United has major terminal facility leases at SFO, IAD, ORD, LAX, DEN, EWR, IAH and GUM with expiration dates ranging from 2025 through 2056.
(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 through 2033.
(b) Expected aircraft deliveries reflect adjustments communicated by Boeing and Airbus or estimated by United. The aircraft listed in the table above are scheduled for delivery through 2033.
As of December 31, 2023, United had firm commitments to purchase aircraft from Boeing and Airbus presented in the table below: Contractual Aircraft Deliveries Expected Aircraft Deliveries (b) Aircraft Type Number of Firm Commitments (a) 2024 2025 After 2025 2024 2025 After 2025 787 150 8 18 124 7 18 125 737 MAX 8 43 43 — — 37 6 — 737 MAX 9 34 34 — — 19 15 — 737 MAX 10 277 80 71 126 — (c) (c) A321neo 126 26 38 62 25 24 77 A321XLR 50 — 8 42 — 1 49 A350 45 — — 45 — — 45 (a) United also has options and purchase rights for additional aircraft.
As of December 31, 2024, United had firm commitments to purchase aircraft from Boeing and Airbus presented in the table below: Contractual Aircraft Deliveries Expected Aircraft Deliveries (b) Aircraft Type Number of Firm Commitments (a) 2025 2026 After 2026 2025 2026 After 2026 787 147 28 17 102 9 20 118 737 MAX 8 16 16 — — 16 — — 737 MAX 9 138 68 70 — 28 48 62 737 MAX 10 167 — 3 164 — — 167 A321neo 101 23 16 62 20 17 64 A321XLR 50 — 12 38 — 9 41 A350 45 — — 45 — — 45 (a) United also has options and purchase rights for additional aircraft.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe 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.
Biggest changeThe 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 stockholders, as well as government agencies, among others, arising in the 34 Table of Contents ordinary course of business and that have not been fully resolved.
There can be no assurance that there will not be an increase in the scope 36 Table of Contents 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.
There can be no assurance that there will not be an increase in the scope of one or more of these pending matters or any other or future lawsuits, claims, government investigations or other legal proceedings will not be material to the Company's financial position, results of operations or cash flows for a particular period.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+3 added−1 removed3 unchanged
Biggest changeThe comparison assumes $100 was invested on December 31, 2018 in our common stock and in each of the foregoing indices and assumes that all dividends were reinvested. 37 Table of Contents Note: The stock price performance shown in the graph above should not be considered indicative of potential future stock price performance.
Biggest changeThe comparison assumes $100 was invested on December 31, 2019 in UAL common stock and in each of the foregoing indices and assumes that all dividends were reinvested. 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 Rule 14a-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. ITEM 6. [RESERVED]
The foregoing performance graph is being furnished as part of this report solely in accordance with the requirement under Rule 14a-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. 36 Table of Contents ITEM 6. [RESERVED]
Dividend Policy There were no cash dividend payments during the year ended December 31, 2023 and we do not expect to pay cash dividends in the foreseeable future.
Dividend Policy There were no cash dividend payments during the year ended December 31, 2024 and we do not expect to pay cash dividends in the foreseeable future.
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 Nasdaq Global Select Market ("Nasdaq") under the symbol "UAL." Holders of Common Stock As of February 22, 2024, there were 5,695 holders of record of UAL common stock.
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 Nasdaq Global Select Market ("Nasdaq") under the symbol "UAL." Holders of Common Stock As of February 24, 2025, there were 5,363 holders of record of UAL common stock.
Stock Performance Graph The following graph compares the cumulative total stockholder return during the period from December 31, 2018 to December 31, 2023 of UAL's common stock to the Standard and Poor's 500 Index ("SPX") and the NYSE Arca Airline Index ("XAL").
Stock Performance Graph The following graph compares the cumulative total stockholder return during the period from December 31, 2019 to December 31, 2024 of UAL common stock to the Standard and Poor's 500 Index ("SPX") and the NYSE Arca Airline Index ("XAL").
Removed
Purchases of Equity Securities by the Issuer and Affiliated Purchasers In 2020, the Company's Board of Directors terminated the Company's share repurchase program. As such, the Company did not make any purchases of its common stock during the three months ended December 31, 2023.
Added
Purchases of Equity Securities by the Issuer and Affiliated Purchasers 35 Table of Contents The following table presents information with respect to the Company's repurchases of UAL common stock during the quarter ended December 31, 2024: Period (a) Total number of shares (or units) purchased (b) Average price paid per share (or unit) Total number of shares (or units) purchased as part of publicly announced plans or programs (a) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs (in millions) October 1 - 31 575,405 $ 75.02 575,405 $ 1,457 November 1 - 30 296,796 86.60 296,796 1,431 December 1 - 31 124,875 97.29 124,875 1,419 Total 997,076 997,076 (a) On October 15, 2024, the Company announced that its Board authorized a new share repurchase program with no stated expiration, allowing for purchases of up to $1.5 billion in the aggregate of outstanding UAL common stock and Warrants, subject to a limit of $500 million in the aggregate through 2024.
Added
As of February 24, 2025, the dollar value of the shares that may yet be purchased under the program is approximately $1.3 billion. See Note 3 to the financial statements included in Part II, Item 8 of this report for additional information on the share repurchase program.
Added
(b) Average price paid per share is calculated on a settlement basis and excludes commission and taxes.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeItem 6. [Reserved] 38 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 38 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 50 Item 8. Financial Statements and Supplementary Data 51 Combined Notes to Consolidated Financial Statements 67
Biggest changeItem 6. [Reserved] 37 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 37 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 48 Item 8. Financial Statements and Supplementary Data 49 Combined Notes to Consolidated Financial Statements 64

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

76 edited+19 added−36 removed35 unchanged
Biggest changeThe 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): 2023 2022 Increase (Decrease) % Change Passenger revenue $ 49,046 $ 40,032 $ 9,014 22.5 Cargo 1,495 2,171 (676) (31.1) Other operating revenue 3,176 2,752 424 15.4 Total operating revenue $ 53,717 $ 44,955 $ 8,762 19.5 The table below presents passenger revenue and select operating data of the Company, broken out by geographic region, expressed as year-over-year changes: Increase (decrease) from 2022: Domestic Atlantic Pacific Latin Total Passenger revenue (in millions) $ 3,641 $ 2,225 $ 2,525 $ 623 $ 9,014 Passenger revenue 14.0 % 28.0 % 118.8 % 15.4 % 22.5 % Average fare per passenger 0.9 % 8.9 % 6.7 % 7.4 % 7.2 % Yield 3.2 % 9.7 % (1.9) % 6.2 % 3.7 % PRASM 2.7 % 9.5 % 12.8 % 9.7 % 4.3 % Passengers 13.0 % 17.6 % 105.1 % 7.4 % 14.3 % RPMs 10.5 % 16.7 % 123.1 % 8.6 % 18.2 % ASMs 11.0 % 16.9 % 94.0 % 5.2 % 17.5 % Passenger load factor (points) (0.4) (0.1) 10.2 2.8 0.5 Passenger revenue increased $9.0 billion, or 22.5%, in 2023 as compared to 2022, primarily due to a 17.5% increase in capacity, strength in yield, and a 0.5 point increase in passenger load factor.
Biggest changeThe 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): 2024 2023 Increase (Decrease) % Change Passenger revenue $ 51,829 $ 49,046 $ 2,783 5.7 Cargo 1,743 1,495 248 16.6 Other operating revenue 3,491 3,176 315 9.9 Total operating revenue $ 57,063 $ 53,717 $ 3,346 6.2 39 Table of Contents The table below presents passenger revenue and select operating data of the Company, broken out by geographic region, expressed as year-over-year changes: Increase (decrease) from 2023: Domestic Atlantic Pacific Latin Total Passenger revenue (in millions) $ 1,315 $ 197 $ 936 $ 335 $ 2,783 Passenger revenue 4.4 % 1.9 % 20.1 % 7.2 % 5.7 % Average fare per passenger 0.1 % 3.9 % (4.3) % (4.8) % 0.4 % Yield 0.1 % 5.3 % (4.7) % (4.3) % (0.1) % PRASM 0.2 % 4.4 % (8.4) % (5.6) % (1.1) % Passengers 4.4 % (1.9) % 25.5 % 12.6 % 5.3 % RPMs 4.3 % (3.2) % 26.0 % 12.0 % 5.8 % ASMs 4.3 % (2.3) % 31.1 % 13.5 % 6.8 % Passenger load factor (points) — (0.7) (3.1) (1.2) (0.8) Passenger revenue increased $2.8 billion, or 5.7%, in 2024 as compared to 2023, primarily due to a 6.8% increase in capacity as well as a 5.3% increase in passengers.
The Company estimates the value of Advance ticket sales that will expire unused ("breakage") and recognizes revenue and any changes in estimates in proportion to the usage of the related tickets.
The Company estimates the value of Advance ticket sales that will expire unused ("ticket breakage") and recognizes revenue and any changes in estimates in proportion to the usage of the related tickets.
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. Frequent Flyer Accounting. United's MileagePlus loyalty program builds customer loyalty by offering awards, benefits and services to program participants.
To determine ticket 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. Frequent Flyer Accounting. United's MileagePlus loyalty program builds customer loyalty by offering awards, benefits and services to program participants.
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.
Economic and Market Factors The airline industry is highly competitive, marked by significant competition with respect to routes, fares, airline capacity, 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.
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 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 12 months, and we expect to meet our long-term liquidity needs with our anticipated access to the capital markets and projected cash from operations.
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.
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 approximately one to five years.
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 MileagePlus card in various customer contact points such as United's website, email promotions, direct mail campaigns, airport advertising and in-flight advertising.
Marketing revenue is recorded to Other operating revenue as miles are delivered to Chase. 45 Table of Contents • Advertising – United has a performance obligation to provide advertising in support of the MileagePlus card in various customer contact points such as United's website, email promotions, direct mail campaigns, airport advertising and in-flight advertising.
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.
Business of this Form 10-K to enhance the understanding of our results of operations, financial condition and cash flows. This section generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
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.
Risk Factors, 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.
Our actual results could differ materially from these forward-looking statements due to numerous factors including, without limitation, the following: execution risks associated with our strategic operating plan; changes in our network strategy or other factors outside our control resulting in less economic aircraft orders, costs related to modification or termination of aircraft orders 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 receive anticipated benefits and returns from, acquisitions, divestitures, investments, joint ventures and other portfolio 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 an 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 arrangements 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 of 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 in the United States and globally; reliance on third-party service providers and the impact of any significant failure of these parties to perform as expected, or interruptions in our relationships 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 Tel Aviv as a result of the Israeli-Hamas military conflict and an escalation of the broader economic consequences of the conflicts beyond their current scope); any damage to our reputation or brand image; our reliance on technology and automated systems to operate our business and the impact of any significant 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 disputes, employee strikes or slowdowns, 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, or failure 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 climate 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 agreements; limitations on our ability to use our net operating loss carryforwards and certain other tax attributes to offset future taxable income for U.S. federal income tax purposes; our failure to realize the full value of our intangible assets or our long-lived assets, causing us to record impairments; fluctuations in the price of our common stock; the impacts of seasonality and other factors associated with the airline industry; increases in insurance costs or inadequate insurance coverage and other risks and uncertainties set forth under Part I, Item 1A.
Our actual results could differ materially from these forward-looking statements due to numerous factors including, without limitation, the following: execution risks associated with our strategic operating plan; changes in our fleet and network strategy or other factors outside our control resulting in less economic aircraft orders, costs related to modification or termination of aircraft orders or entry into aircraft orders on less favorable terms, 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 receive anticipated benefits and returns from, acquisitions, divestitures, investments, joint ventures and other portfolio actions, or related exposures to unknown liabilities or other issues or underperformance as compared to our expectations; adverse 46 Table of Contents publicity, increased regulatory scrutiny, harm to our brand, reduced travel demand, potential tort liability and operational restrictions as a result of an 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 arrangements 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 of 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 in the United States and globally; reliance on third-party service providers and the impact of any significant failure of these parties to perform as expected, or interruptions in our relationships 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 interruptions of our flying as a result of the military conflict in the Middle East, as well as any escalation of the broader economic consequences of these conflicts beyond their current scope); any damage to our reputation or brand image; our reliance on technology and automated systems to operate our business and the impact of any significant 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 disputes, employee strikes or slowdowns, 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, or failure 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; 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® senior secured notes; limitations on our ability to use our net operating loss carryforwards and certain other tax attributes to offset future taxable income for U.S. federal income tax purposes; our failure to realize the full value of our intangible assets or our long-lived assets, causing us to record impairments; fluctuations in the price of our common stock; the impacts of seasonality and other factors associated with the airline industry; increases in insurance costs or inadequate insurance coverage; risks relating to our repurchase program for UAL common stock and Warrants; and other risks and uncertainties set forth under Part I, Item 1A.
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").
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 are not included in this Form 10-K and can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on February 29, 2024 (the "2023 Annual Report").
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.
We have been working strategically to overcome operational challenges and continue to innovate in order to make advancements in this area. • Pre-tax margin: We believe that best-in-class margin performance will 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.
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.
Cash requirements do not include the debt discount, premiums and debt issuance costs. Future interest payments on variable rate debt were computed using the rates as of December 31, 2024. (b) Represents future payments under fixed rate operating lease obligations.
We continue to monitor the potential favorable or unfavorable impacts of these and other factors on our business, operations, financial condition, future results of operations, liquidity 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.
We continue to monitor the potential favorable or unfavorable impacts of these and other factors on our business, operations, financial condition, future results of operations, liquidity and financial flexibility, which are dependent on future developments, including as a result of those factors discussed in Part I, Item 1A. Risk Factors.
As such, our actual flown capacity may differ materially from currently published flight schedules or current estimations. 49 Table of Contents
As such, our actual flown capacity may differ materially from currently published flight schedules or current estimations. 47 Table of Contents
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 11 to the financial statements included in Part II, Item 8 of this report for information on variable rate and short-term operating leases. (c) Represents future payments under leases that have not yet commenced and are not included in the consolidated balance sheet.
Words such as "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 meaning and expression are intended to identify forward-looking statements, although not 48 Table of Contents all forward-looking statements contain such terms.
Words such as "should," "could," "would," "will," "may," "expects," "plans," "intends," "anticipates," "indicates," "remains," "believes," "estimates," "projects," "forecast," "guidance," "outlook," "goals," "targets," "pledge," "confident," "optimistic," "dedicated," "positioned," "on track" and other words and terms of similar meaning and expression are intended to identify forward-looking statements, although not all forward-looking statements contain such terms.
Pension and other postretirement plans Note 7 Long-term debt and debt covenants Note 9 Leases and capacity purchase agreements Note 10 Commitments and contingencies Note 12 The Company's business is capital intensive, requiring significant amounts of capital to fund the acquisition of assets, particularly aircraft.
Pension and other postretirement plans Note 8 Long-term debt and debt covenants Note 10 Leases Note 11 Commitments, contingencies and capacity purchase agreements Note 12 The Company's business is capital intensive, requiring significant amounts of capital to fund the acquisition of assets, particularly aircraft.
The table below presents special charges recorded by the Company during the years ended December 31 (in millions): 42 Table of Contents 2023 2022 Labor contract ratification bonuses $ 814 $ — (Gains) losses on sale of assets and other special charges 135 140 Total special charges $ 949 $ 140 See Note 13 to the financial statements included in Part II, Item 8 of this report for additional information.
The table below presents special charges recorded by the Company during the years ended December 31 (in millions): 2024 2023 (Gains) losses on sale of assets and other special charges $ 112 $ 135 Labor contract ratification bonuses — 814 Total special charges $ 112 $ 949 See Note 13 to the financial statements included in Part II, Item 8 of this report for additional information.
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.
For a discussion of the Company's sources and uses of cash in 2023 as 43 Table of Contents compared to 2022, see "Liquidity and Capital Resources" in Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in the 2023 Annual Report. Credit Ratings.
The Company estimated the selling prices and volumes over the term of the Co-Brand Agreement, at the inception of the contract, in order to determine the allocation of proceeds to each of the components to be delivered.
The Company estimated the selling prices and volumes over the term of the Co-Brand Agreement, at the inception of the contract, in order to determine the allocation of proceeds to each of the components to be delivered. Indefinite-lived intangible assets.
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.
See Note 11 to the financial statements included in Part II, Item 8 of this report for information on these leases. 44 Table of Contents (d) 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.
The economic and market factors and trends that we currently 39 Table of Contents believe are or will be most impactful to our results of operations and financial condition include the following: the execution risks associated with our United Next plan, especially relating to the growth in the scale of our operations as a result of the plan; the impact on the Company of significant operational challenges by third parties on which we rely; rising inflationary pressures; labor market and supply chain constraints and related costs affecting us and our partners; volatile fuel prices; aircraft delivery delays; increasing maintenance expenses; high interest rates; and changes in general economic conditions in the markets in which the Company operates, including an economic downturn leading to a decrease in demand for air travel or fluctuations in foreign currency exchange rates that may impact international travel demand.
The economic and market factors and trends that we currently believe are or will be most impactful to our results of operations and financial condition include the following: the execution and effect of our business strategies, including our United Next plan, especially relating to our focus on expanding market and product opportunities and the growth in the scale of our operations; the impact on the Company of significant operational challenges by third parties on which we rely; aircraft delivery delays; rising inflationary pressures; labor market and supply chain constraints and related costs affecting us and our partners; volatile fuel prices; increasing maintenance expenses; changes in interest rates; and changes in general economic conditions in the markets in which the Company operates, including an economic downturn leading to a decrease in demand for air travel or fluctuations in foreign currency exchange rates that may impact international travel demand.
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 overall increase in passenger revenue.
Distribution expenses increased $254 million, or 12.8%, in 2024 as compared to 2023, primarily due to higher credit card fees, travel agency commissions and global distribution fees driven by the overall increase in passenger revenue.
The table below provides a summary of the Company's current and long-term material cash requirements as of December 31, 2023 (in billions): 45 Table of Contents 2024 2025 2026 2027 2028 After 2028 Long-term debt (a) $ 4.0 $ 3.5 $ 5.2 $ 2.5 $ 5.3 $ 8.9 Finance leases—principal portion 0.2 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 liabilities 0.2 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 $277 million of debt discount, premiums and debt issuance costs which are being amortized over the debt terms.
The table below provides a summary of the Company's current and long-term material cash requirements as of December 31, 2024 (in billions): 2025 2026 2027 2028 2029 After 2029 Long-term debt and related interest (a) $ 4.1 $ 5.8 $ 3.2 $ 2.5 $ 3.5 $ 11.4 Finance leases 0.2 — — — — — Operating leases (b) 0.8 0.7 0.9 0.7 0.5 3.1 Leases not yet commenced (c) 0.1 0.2 0.4 0.4 0.4 4.2 Other financial liabilities 0.5 0.3 0.6 0.3 0.3 3.2 Regional CPAs (d) 2.7 2.8 2.1 1.8 1.4 4.1 Postretirement benefit payments and pension funding (e) 0.2 0.5 0.3 0.1 0.1 0.4 Capital and other purchases (f) 9.6 6.0 4.7 6.5 8.1 19.5 Total $ 18.2 $ 16.3 $ 12.2 $ 12.3 $ 14.3 $ 45.9 (a) Long-term debt presented in the Company's financial statements is net of $184 million of debt discount, premiums and debt issuance costs which are being amortized over the debt terms.
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.
Adjusted capital expenditures is a financial measure not calculated in accordance with 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.
Debt Issuances. During 2022, United borrowed $0.8 billion for aircraft financings. For additional information regarding these Liquidity and Capital Resource matters, see Notes 9, 10 and 12 to the financial statements included in Part II, Item 8 of this report. For information regarding non-cash investing and financing activities, see the Company's statements of consolidated cash flows.
Also, during 2023, United borrowed $1.1 billion for aircraft financings. For additional information regarding these Liquidity and Capital Resource matters, see Notes 10, 11 and 12 to the financial statements included in Part II, Item 8 of this report. For information regarding non-cash investing and financing activities, see the Company's statements of consolidated cash flows.
The Company records Passenger revenue related to the travel awards when the transportation is provided and records Other revenue related to the non-travel awards when the goods 47 Table of Contents or services are delivered.
The Company records Passenger revenue related to the travel awards when the transportation is provided and records Other operating revenue related to the non-travel awards when the goods or services are delivered.
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. See Notes 1 and 13 to the financial statements included in Part II, Item 8 of this report for additional information.
Key assumptions used in the valuation model included forecasted revenues, margin and an overall discount rate. These assumptions are inherently uncertain as they relate to future events and circumstances. See Notes 1 and 13 to the financial statements included in Part II, Item 8 of this report for additional information.
We have a significant amount of fixed obligations, including debt, leases of aircraft, airport and other facilities, and pension funding obligations. As of December 31, 2023, the Company had approximately $36.7 billion of debt, finance lease, operating lease and other financial liabilities, including $4.8 billion that will become due in the next 12 months.
We have a significant amount of fixed obligations, including debt, leases of aircraft, airport and other facilities, and pension funding obligations. As of December 31, 2024, the Company had approximately $33.6 billion of debt, finance lease, operating lease and other financial liabilities, including $3.9 billion that will become due in the next 12 months.
See Note 9 and Note 10 to the financial statements included in Part II, Item 8 of this report for additional information on aircraft financing. Significant financing events in 2022 were as follows: Debt, Finance Lease and Other Financial Liability Principal Payments. During 2022, the Company made $4.0 billion of principal payments on debt, finance leases, and other financial liabilities.
See Note 3 to the financial statements included in Part II, Item 8 of this report for additional information on the share repurchase program. 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.
Aircraft fuel expense decreased $462 million, or 3.5%, in 2023 as compared to 2022, primarily due to a lower average price per gallon of fuel, partially offset by increased consumption from higher flight activity.
Aircraft fuel expense decreased $895 million, or 7.1%, in 2024 as compared to 2023, primarily due to a lower average price per gallon of fuel, partially offset by increased consumption from higher flight activity.
The following table summarizes our cash flow for the years ended December 31 (in millions): 2023 2022 2021 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.
Sources and Uses of Cash The following table summarizes our cash flow for the years ended December 31 (in millions): 42 Table of Contents 2024 2023 2022 Total cash provided by (used in): Operating activities $ 9,445 $ 6,911 $ 6,066 Investing activities (2,651) (6,106) (13,829) Financing activities (4,182) (1,892) (3,349) Net increase (decrease) in cash, cash equivalents and restricted cash $ 2,612 $ (1,087) $ (11,112) See the Statements of Consolidated Cash Flows included in Part II, Item 8 of this report for additional information.
Also, starting in the fourth quarter of 2023, the Company reclassified certain commissions totaling $80 million from contra-revenue to distribution expense as an immaterial reclassification correction.
Also, starting in the fourth quarter of 2023, the Company reclassified certain commissions from contra-revenue to distribution expense as an immaterial reclassification correction, which increased distribution expense by $187 million compared to the prior year.
Legal requirements that we currently believe are or will be most impactful to our results of operations and financial condition include the following: the closure of our flying airspace and termination of other operations due to regional conflicts, including the suspension of our overflying in Russian airspace as a result of the Russia-Ukraine military conflict and to Tel Aviv as a result of the Israeli-Hamas military conflict, as well as any escalation of the broader economic consequences of these conflicts beyond their current scope; delays in aircraft certification (especially relating to the 737 MAX 10 aircraft); increased FAA oversight of the aircraft production process; and any legal requirement that would result in a reshaping of the benefits that we provide to our consumers through the co-branded credit cards issued by our partner.
Legal requirements that we currently believe are or will be most impactful to our results of operations and financial condition include the following: the closure of our flying airspace and termination of other operations due to regional conflicts, including the suspension of our overflying in Russian airspace as a result of the Russia-Ukraine military conflict and interruptions of our flying as a result of the military conflict in the Middle East, as well as any escalation of the broader economic consequences of these conflicts beyond their current scope; delays in aircraft certification (especially relating to the 737 MAX 10 aircraft); increased FAA oversight of the aircraft production process; any legal requirement that would result in a reshaping of the 38 Table of Contents benefits that we provide to our consumers through our loyalty program or the co-branded credit cards issued by our partner; the effect of any potential changes in trade tariffs that we are unable to mitigate; and certain rules and regulations proposed by the DOT that would impose additional costs and operational restrictions on airlines.
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 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 any changes to such commitments), planned UAL common stock or Warrant purchases under our share repurchase program and future investments or acquisitions in order to maximize stockholder return, efficiently finance our ongoing operations and maintain flexibility for future strategic transactions.
Other operating expenses increased $1.4 billion, or 21.6%, in 2023 as compared to 2022, primarily as a direct result of the increase in flight activity and the impacts of inflationary pressures. Other operating expenses include expenditures related to ground handling, passenger services, food and beverage offerings, navigation fees, personnel-related costs and information technology projects and services. Nonoperating Income (Expense).
Other operating expenses increased $1.0 billion, or 12.3%, in 2024 as compared to 2023, primarily due to increased flight activity and onboard passengers, as well as the impacts of inflationary pressures. Other operating expenses include expenditures related to information technology projects and services, food and beverage offerings, passenger services, personnel-related costs and ground handling. Nonoperating Income (Expense).
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.
Capital expenditures primarily consisted of the purchase of aircraft, aircraft improvements and advance deposits for future aircraft purchases. Financing Activities. Significant financing events in 2024 were as follows: Debt, Finance Lease and Other Financial Liability Principal Payments .
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.
Amounts also exclude a portion of United's finance lease obligations recorded for certain of its CPAs. See Note 12 to the financial statements included in Part II, Item 8 of this report for the significant assumptions used to estimate the payments.
Management's Discussion and Analysis of Financial Condition and Results of Operations and elsewhere, relating to, among other things, goals, plans and projections regarding the Company's financial position, results of operations, market position, capacity, fleet, product development, ESG-related strategy initiatives and business strategy.
Management's Discussion and Analysis of Financial Condition and Results of Operations and elsewhere, relating to, among other things, goals, plans and projections regarding the Company's financial position, results of operations, market position, airline capacity, fleet plan strategy, fares, announced routes (which may be subject to government approval), booking trends, product development, Corporate Citizenship-related strategy initiatives and business strategy.
Results of Operations Select financial data and operating statistics are provided in the tables below: (in millions) 2023 2022 2021 Operating revenue $ 53,717 $ 44,955 $ 24,634 Operating expense 49,506 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 taxes 3,387 990 (2,557) Income tax expense (benefit) 769 253 (593) Net income (loss) $ 2,618 $ 737 $ (1,964) 40 Table of Contents 2023 2022 2021 Passengers (thousands) (a) 164,927 144,300 104,082 Revenue passenger miles ("RPMs") (millions) (b) 244,435 206,791 128,979 Available seat miles ("ASMs") (millions) (c) 291,333 247,858 178,684 Cargo revenue ton miles (millions) (d) 3,159 3,041 3,285 Passenger load factor (e) 83.9 % 83.4 % 72.2 % Passenger revenue per available seat mile ("PRASM") (cents) 16.84 16.15 11.30 Total revenue per available seat mile ("TRASM") (cents) 18.44 18.14 13.79 Average yield per revenue passenger mile ("Yield") (cents) (f) 20.07 19.36 15.66 Cost per available seat mile ("CASM") (cents) 16.99 17.19 14.36 Average stage length (miles) (g) 1,479 1,437 1,315 Employee headcount, as of December 31 103,300 92,800 84,100 (a) The number of revenue passengers measured by each flight segment flown.
Results of Operations Select financial data and operating statistics are provided in the tables below: (in millions) 2024 2023 2022 Operating revenue $ 57,063 $ 53,717 $ 44,955 Operating expense 51,967 49,506 42,618 Operating income 5,096 4,211 2,337 Nonoperating expense, net (928) (824) (1,347) Income before income taxes 4,168 3,387 990 Income tax expense 1,019 769 253 Net income $ 3,149 $ 2,618 $ 737 2024 2023 2022 Passengers (thousands) (a) 173,603 164,927 144,300 Revenue passenger miles ("RPMs") (millions) (b) 258,503 244,435 206,791 Available seat miles ("ASMs") (millions) (c) 311,185 291,333 247,858 Cargo revenue ton miles (millions) (d) 3,604 3,159 3,041 Passenger load factor (e) 83.1 % 83.9 % 83.4 % Passenger revenue per available seat mile ("PRASM") (cents) 16.66 16.84 16.15 Total revenue per available seat mile ("TRASM") (cents) 18.34 18.44 18.14 Average yield per revenue passenger mile ("Yield") (cents) (f) 20.05 20.07 19.36 Cost per available seat mile ("CASM") (cents) 16.70 16.99 17.19 Average price per gallon of fuel, including fuel taxes $ 2.65 $ 3.01 $ 3.63 Fuel gallons consumed (millions) 4,444 4,205 3,608 Average stage length (miles) (g) 1,490 1,479 1,437 Employee headcount, as of December 31 107,300 103,300 92,800 (a) The number of revenue passengers measured by each flight segment flown.
Other operating revenue increased $424 million, or 15.4%, in 2023 as compared to 2022, primarily due to an increase in mileage revenue from non-airline partners, including credit card spending and 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 Table of Contents Operating Expense.
Other operating revenue increased $315 million, or 9.9%, in 2024 as compared to 2023, primarily due to an increase in mileage revenue from non-airline partners, including credit card spending with our co-branded credit card partner, JPMorgan Chase Bank, N.A., as well as increases in the purchases of United Club memberships, visitor volume and purchases of one-time United Club passes primarily due to a 5.3% increase in passengers.
All tickets sold at any given point in time have travel dates through the next 12 months. The Company defers amounts related to future travel in its Advance ticket sales liability account.
The Company initially records ticket sales in its Advance ticket sales liability, deferring revenue recognition until the travel occurs. All tickets sold at any given point in time have travel dates through the next 12 months.
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.
Currently Moody's and Fitch have assigned the Company a positive outlook, while S&P maintains a stable outlook. 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.
When appropriate, UAL and United are named specifically for their individual contractual obligations and related 38 Table of Contents disclosures and any significant differences between the operations and results of UAL and United are separately disclosed and explained.
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," and the "Company" in this report for disclosures that relate to all of UAL and United.
The table below includes data related to the Company's operating expense for the years ended December 31 (in millions, except percentage changes): 2023 2022 Increase (Decrease) % Change (a) Salaries and related costs $ 14,787 $ 11,466 $ 3,321 29.0 Aircraft fuel 12,651 13,113 (462) (3.5) Landing fees and other rent 3,076 2,576 500 19.4 Aircraft maintenance materials and outside repairs 2,736 2,153 583 27.1 Depreciation and amortization 2,671 2,456 215 8.8 Regional capacity purchase 2,400 2,299 101 4.4 Distribution expenses 1,977 1,535 442 28.8 Aircraft rent 197 252 (55) (21.8) Special charges 949 140 809 NM Other operating expenses 8,062 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.
The table below includes data related to the Company's operating expense for the years ended December 31 (in millions, except percentage changes): 2024 2023 Increase (Decrease) % Change (a) Salaries and related costs $ 16,678 $ 14,787 $ 1,891 12.8 Aircraft fuel 11,756 12,651 (895) (7.1) Landing fees and other rent 3,437 3,076 361 11.7 Aircraft maintenance materials and outside repairs 3,063 2,736 327 12.0 Depreciation and amortization 2,928 2,671 257 9.6 Regional capacity purchase 2,516 2,400 116 4.8 Distribution expenses 2,231 1,977 254 12.8 Aircraft rent 193 197 (4) (2.0) Special charges 112 949 (837) NM Other operating expenses 9,053 8,062 991 12.3 Total operating expenses $ 51,967 $ 49,506 $ 2,461 5.0 (a) NM - Greater than 100% change or otherwise not meaningful.
(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 capital purchase commitments.
(e) Amounts represent postretirement benefit payments and an estimate of the minimum funding requirements as determined by government regulations for United's U.S. pension plans through 2034. Amounts are subject to change based on numerous assumptions, including the performance of assets in the plans and bond rates. Postretirement benefit payments approximate plan contributions as plans are substantially unfunded.
Interest capitalized increased $77 million in 2023 as compared to 2022, primarily due to increased capitalization associated with aircraft purchases and increased interest rates. Unrealized gains on investments, net was $27 million in 2023 as compared to $20 million in 2022, primarily due to the change in the market value of the Company's investments in equity securities.
Interest capitalized increased $45 million in 2024 as compared to 2023, primarily due to an increase in accumulated spend on capital projects. Unrealized losses on investments, net was $199 million in 2024 as compared to $27 million in unrealized gains, net in 2023, primarily due to the change in the market value of the Company's investments in equity securities.
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 through various debt obligations.
Additionally, United is involved in fuel consortia at major airports, which help reduce fuel distribution and storage costs. 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 through various debt obligations.
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.
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.
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.
Cash flows used in investing activities decreased $3.5 billion in 2024 as compared to the year-ago period mainly related to approximately $1.8 billion lower net activity in purchases and sales of short-term and other investments, as well as a $1.6 billion decrease in capital expenditures.
The payments in 2023 included a prepayment of $1.0 billion of the outstanding principal amount under a 2021 term loan facility. Debt Issuances.
The payments in 2023 included a prepayment of $1.0 billion of the outstanding principal amount under a 2021 term loan facility. Debt Issuances. In 2023, the Company issued equipment notes (the "2023 Equipment Notes") in the aggregate principal amount of $1.3 billion to finance 39 Boeing aircraft delivered new to the Company from August 2022 to May 2023.
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.
As discussed in Note 2 to the financial statements, 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.
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 decrease in various working capital items. Investing Activities.
Operating Activities. Cash flows provided by operating activities for 2024 were $2.5 billion higher than 2023 primarily due to an approximately $0.9 billion increase in operating income and an approximately $0.9 billion increase in advance ticket sales due to capacity growth as demand trends for air travel continued to accelerate. Investing Activities.
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 GAAP, which requires management to make estimates and assumptions that affect the reported amounts in the financial statements.
The Company has prepared the financial statements in conformity with 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.
We recognize an impairment when the fair value of an intangible asset is less than its carrying value. Every year, the Company 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 of the asset and comparing that amount to the asset's carrying value.
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. To determine the fair value of the China route authority, the Company used a discounted cash flow method.
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.
Our people are our greatest asset and they are by far the most important part of our product. Ultimately our people provide customers with the service they expect.
As of December 31, 2023, a substantial portion of the Company's assets, principally aircraft and certain related assets, its loyalty program, route authorities and airport slots, was pledged under various loan and other agreements. See Note 9 to the financial statements included in Part II, Item 8 of this report for additional information on aircraft financing and other debt instruments.
As of December 31, 2024, UAL and United were in compliance with their respective debt covenants under these agreements. As of December 31, 2024, a substantial portion of the Company's assets, principally aircraft and certain related assets, its loyalty program, certain route authorities and airport slots and gates, was pledged under various loan and other agreements.
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 variation of the income approach valuation techniques.
As discussed in Note 1 to the financial statements, goodwill and indefinite-lived intangible assets are assessed for impairment on an annual basis as of October 1, or more frequently if events or circumstances indicate that the asset may be impaired.
Interest income increased $529 million in 2023 as compared to 2022, primarily due to higher interest rates on the Company's cash balances and U.S. government and agency notes. See Note 8 to the financial statements included in Part II, Item 8 of this report for additional information.
Interest income decreased $101 million, or 12.2%, in 2024 as compared to 2023, primarily due to lower balances in our short-term investment portfolio, which were partially offset by higher interest rates. See Note 9 to the financial statements included in Part II, Item 8 of this report for additional information.
Downgrades from these rating levels, among other things, could restrict the availability, or increase the cost, of future financing for the 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.
The Company has been able to secure financing with investment grade credit ratings for certain enhanced equipment trust certificates ("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 as well as affect the fair market value of existing debt.
See Note 6 to the financial statements included in Part II, Item 8 of this report for information related to income taxes. Liquidity and Capital Resources As of December 31, 2023, the Company had $14.4 billion in unrestricted cash, cash equivalents and short-term investments as compared to approximately $16.4 billion as of December 31, 2022.
As of December 31, 2024, the Company had $14.5 billion in unrestricted cash, cash equivalents and short-term investments as compared to approximately $14.4 billion as of December 31, 2023.
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.
Regional capacity purchase costs increased $116 million, or 4.8%, in 2024 as compared to 2023, primarily due to an 8% increase in regional capacity as well as increases in contractual rates.
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): 2023 2022 Increase (Decrease) % Change Interest expense $ (1,956) $ (1,778) $ 178 10.0 Interest income 827 298 529 NM Interest capitalized 182 105 77 73.3 Unrealized gains on investments, net 27 20 7 35.0 Miscellaneous, net 96 8 88 NM Total nonoperating expense, net $ (824) $ (1,347) $ (523) (38.8) Interest expense increased $178 million, or 10.0%, in 2023 as compared to 2022, primarily due to higher interest rates on variable rate debt and new debt issuances in the current period, partially offset by reduced interest expense on the prepayment of $1.0 billion of the outstanding principal amount under a 2021 term loan facility in the second quarter of 2023.
The following table 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): 2024 2023 Increase (Decrease) % Change Interest expense $ (1,629) $ (1,956) $ (327) (16.7) Interest income 726 827 (101) (12.2) Interest capitalized 227 182 45 24.7 Unrealized gains (losses) on investments, net (199) 27 (226) NM Miscellaneous, net (53) 96 (149) NM Total nonoperating expense, net $ (928) $ (824) $ 104 12.6 Interest expense decreased $327 million, or 16.7%, in 2024 as compared to 2023, primarily due to lower debt balances as a result of various debt prepayments and scheduled amortization combined with lower interest rates on refinanced debt.
See Notes 8 and 13 to the financial statements included in Part II, Item 8 of this report for additional information. Miscellaneous, net changed by $88 million in 2023 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 Notes 10 and 13 to the financial statements included in Part II, Item 8 of this report for additional information on the debt prepayments and refinancing. Income Taxes.
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.
See Note 10 and Note 11 to the financial statements included in Part II, Item 8 of this report for additional information on aircraft financing. Share Repurchases.
See Note 12 to the financial statements included in Part II, Item 8 of this report for a discussion of our purchase commitments. In addition to the material cash requirements discussed above, the Company has made certain guarantees that could have a material future effect on the Company's cash requirements: Letters of Credit and Surety Bonds.
See Note 8 to the financial statements included in Part II, Item 8 of this report for additional information on these benefit plans. (f) Represents contractual commitments for firm order aircraft, spare engines and other purchase commitments. See Note 12 to the financial statements included in Part II, Item 8 of this report for a discussion of our purchase commitments.
No borrowings were outstanding under this facility at December 31, 2023. On February 15, 2024, the Company amended its 2021 revolving credit 43 Table of Contents facility to increase its borrowing capacity by $1.115 billion.
On February 15, 2024, the Company entered into an Amended and Restated Revolving Credit and Guaranty Agreement (the "Revolving Credit Facility"), increasing its borrowing capacity by $1.115 billion, bringing the total amount available under the Revolving Credit Facility to $2.865 billion.
Aircraft maintenance materials and outside repairs increased $583 million, or 27.1%, in 2023 as compared to 2022, primarily due to increased flight activity and increased volumes of both engine overhauls and airframe heavy maintenance checks. Depreciation expense increased $215 million, or 8.8%, in 2023 as compared to 2022, primarily due to new aircraft inducted into service.
Aircraft maintenance materials and outside repairs increased $327 million, or 12.0%, in 2024 as compared to 2023, primarily due to increased volumes of engine overhauls, airframe maintenance, materials use and component repair costs mainly as a result of increased flight activity and fleet growth. 40 Table of Contents Depreciation and amortization expense increased $257 million, or 9.6%, in 2024 as compared to 2023, primarily due to the induction of new aircraft and related spare parts, as well as certain aircraft improvements.
Cargo revenue decreased $676 million, or 31.1%, in 2023 as compared to 2022, primarily due to lower yields as a result of increased market capacity and rate pressures.
Cargo revenue increased $248 million, or 16.6%, in 2024 as compared to 2023, primarily due to higher tonnage, partially offset by lower yields.
Salaries and related costs increased $3.3 billion, or 29.0%, in 2023 as compared to 2022, primarily due to an approximately 11% increase in headcount from increased flight activity, pay rate increases related to a new collective bargaining agreement with employees represented by ALPA, annual wage rate increases across employee groups and an increase of $548 million in profit sharing expense due to both an increase in pre-tax income and a change in the profit sharing formula as a result of the new collective bargaining agreement with employees represented by ALPA.
Salaries and related costs increased $1.9 billion, or 12.8%, in 2024 as compared to 2023, primarily due to annual wage rate increases across certain employee groups and a nearly 4% increase in headcount largely due to increased flight activity.
As of December 31, 2023, the Company's contingent exposure was approximately $447 million principal amount of such obligations based on its recent consortia participation. The Company's contingent exposure could increase if the participation of other air carriers decreases. The guarantees will expire when these obligations are paid in full, which ranges from 2027 to 2056.
The Company has indirect guarantees for approximately $2.7 billion in loans secured by fuel facility leases in which United participates, with a contingent exposure of about $504 million. These indirect guarantees are set to expire between 2027 and 2056. The Company's contingent exposure could increase in the future if the participation of other air carriers in such fuel consortia decreases.
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, UAL and United were in compliance with their respective debt covenants.
Our debt agreements contain customary terms and conditions as well as various affirmative, negative and financial covenants that, among other things, limit our ability under certain circumstances to create liens on collateral, 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.
We also regularly evaluate our liquidity and capital structure to ensure financial risks, adequate liquidity access and cost of capital are efficiently managed. The Revolving Credit and Guaranty Agreement, under the Term Loan Credit and Guaranty Agreement, provides revolving loan commitments of up to $1.75 billion until April 21, 2025, subject to certain customary conditions.
We also regularly evaluate our liquidity and capital structure to efficiently manage financial risks, liquidity access and cost of capital.
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 and surety bonds. Guarantee of Debt of Others. 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 Revolving Credit Facility is secured by certain route authorities and airport slots and gates. No borrowings were outstanding under the Revolving Credit Facility at December 31, 2024. See Note 10 to the financial statements included in Part II, Item 8 of this report for additional information on these financing transactions.
As of December 31, 2023, United had approximately $518 million of letters of credit and surety bonds securing various obligations with expiration dates through 2033. Certain of these amounts are cash collateralized and reported within Restricted cash on our statement of financial position.
The Company has significant financial obligations and guarantees that could impact its future cash flow. As of December 31, 2024, the Company has $490 million in letters of credit and surety bonds with expiration dates through 2035, some of which are cash collateralized.
Removed
We sometimes use the words "we," "our," "us," and the "Company" in this report for disclosures that relate to all of UAL and United.
Added
We are the largest airline measured by available seat miles in the world, helping to connect around 174 million passengers to more than 360 destinations across six continents.
Removed
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.
Added
The Company remains focused on delivering on four strategic pillars, which it believes has helped, and will continue, to differentiate United from the rest of the industry: • United Next: In 2024 we continued to make progress with our United Next plan to align our network and product with the potential of our hubs while remaining focused on protecting the safety of our employees and customers and providing a superior customer experience.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe following table summarizes information related to the Company's interest rate market risk at December 31, 2023 (in millions): Variable rate debt Carrying value of variable rate debt $ 11,184 Impact of 100 basis point increase on projected interest expense for the following year 77 Fixed rate debt Carrying value of fixed rate debt 17,891 Fair value of fixed rate debt 17,276 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.
Biggest changeThe following table summarizes information related to the Company's interest rate market risk at December 31, 2024 (in millions): Variable rate debt Carrying value of variable rate debt $ 8,420 Impact of 100 basis point increase on projected interest expense for the following year 64 Fixed rate debt Carrying value of fixed rate debt 16,233 Fair value of fixed rate debt 15,930 Impact of 100 basis point increase in market rates on fair value (449) The Company has $8.5 billion in variable rate debt which includes increased cost provisions due to any reduced returns with respect to the loans due to any change in capital requirements or increased costs that the lenders incur in carrying these loans as a result of any change in law and $5.3 billion of these loans, from non-U.S. entities, could be affected by changes in tax laws.
The price of aircraft fuel can significantly affect the Company'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.
Commodity Price Risk (Aircraft Fuel). The price of aircraft fuel can significantly affect the Company'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.
The Company'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. A one-dollar change in the price of a barrel of aircraft fuel would change the Company's 2024 projected fuel expense by approximately $100 million. Foreign Currency.
The Company'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. A one-dollar change in the price of a barrel of aircraft fuel would change the Company's 2025 projected fuel expense by approximately $112 million. Foreign Currency.
The result of a uniform 1% strengthening in the value of the U.S. dollar from December 31, 2023 levels relative to each of the currencies in which the Company has foreign currency exposure would result in a decrease in pre-tax income of approximately $16 million for the year ending December 31, 2024.
The result of a uniform 1% strengthening in the value of the U.S. dollar from December 31, 2024 levels relative to each of the currencies in which the Company has foreign currency exposure would result in a decrease in pre-tax income of approximately $14 million for the year ending December 31, 2025.
This sensitivity analysis was prepared based upon projected 2024 foreign currency-denominated revenues and expenses as of December 31, 2023. 50 Table of Contents
This sensitivity analysis was prepared based upon projected 2025 foreign currency-denominated revenues and expenses as of December 31, 2024. 48 Table of Contents
Assuming our cash, cash equivalents and short-term investments remain at their average 2023 levels, a 100 basis point increase in interest rates would result in a corresponding increase in the Company's interest income of approximately $171 million during 2024. Commodity Price Risk (Aircraft Fuel).
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 2024 levels, a 100 basis point increase in interest rates would result in a corresponding increase in the Company's interest income of approximately $144 million during 2025.

Other UAL 10-K year-over-year comparisons