UALUnited Airlines Holdings

We note that you provided more expansive disclosure in your Corporate Responsibility Report than you provided in your SEC filings. Please advise us what consideration you gave to providing the same type of climate-related disclosure in your SEC filings as you provided in you Corporate Responsibility Report.

United respectfully advises the Staff that United’s CRR addresses sustainability reporting practices, speaks to a wide range of stakeholder interests and provides disclosures beyond those considered material for investors in the context of disclosures required in an Annual Report on Form 10-K pursuant to Applicable Disclosure Requirements.

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Our CRR provides a single, convenient location for our stakeholders—including employees, customers, partners, investors, the communities in which we fly and policymakers—to review extensive ESG-related information that is of interest to them but not required in our SEC filings.

United’s Disclosure Council and other appropriate United subject matter experts are involved in the preparation and review of United’s filings with the SEC in a process designed to confirm United’s compliance with Applicable Disclosure Requirements and United’s disclosure of information that is material to investors in the context of SEC periodic reports. United’s Disclosure Council meets on a quarterly basis to review United’s prior and proposed new disclosures and discuss any changes that may be appropriate as a result of potentially material events, trends and risks identified in a process designed to ensure all material events, trends and risks, either quantitatively or qualitatively, to United’s business, financial condition, liquidity and results of operations are appropriately disclosed in its SEC filings. In determining the materiality of information to be included in its disclosures, United refers to the standard of materiality set forth in Basic Inc. v. Levinson, 485 U.S. 224 (1988). During United’s review process pursuant to its disclosure controls and procedures in connection with preparing its 2021 Form 10-K, United determined that it would include certain key climate-related qualitative and quantitative data in the 2021 Form 10-K regardless of the data’s quantitative materiality when compared to United’s consolidated financial statements or qualitative materiality under Applicable Disclosure Requirements, including United’s 2019 and 2020 Scope 1 (direct), Scope 2 (indirect) and Scope 3 (other indirect) GHG emissions and carbon intensity emission rates, as well as information regarding United’s climate goals, how United intends to meet its goals and how United is incorporating its approach to climate change into its corporate strategy.

Also during United’s review process in connection with preparing its 2021 Form 10-K, United considered whether it was required under Applicable Disclosure Requirements to provide any of the extensive climate-related details that it included in the then-current CRR. Except for the disclosures that United made in the 2021 Form 10-K, United did not identify any additional matters discussed in the then-current CRR that were required under Applicable Disclosure Requirements or that were otherwise material information necessary in order to make the required statements in the 2021 Form 10-K, in light of the circumstances under which they were made, not misleading. In connection with the preparation of the 2021 Form 10-K, United also considered the additional details ultimately provided in the current version of the CRR that was issued after United filed the 2021 Form 10-K and concluded that they also were not required under Applicable Disclosure Requirements and were not otherwise material information necessary in order to make the required statements in the 2021 Form 10-K, in light of the circumstances under which they were made, not misleading.

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Disclosure is provided in your Form 10-K regarding the company’s pledge “to become 100% green by eliminating its greenhouse gas (‘GHG’) emissions by 2050 without relying on the use of traditional carbon offsets, the only airline globally to make this commitment.” Please describe your basis for identifying yourself as the only airline to make this type of commitment along with other statements such as describing

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yourself as “the largest airline to invest in zero-emission engines for regional aircraft.” In addition, clarify your definition of the term “100% green.”

Regarding United’s statement in the 2021 Form 10-K that it is the only airline to commit to becoming 100% green by eliminating its GHG emissions by 2050 without relying on the use of traditional carbon offsets, United reviewed public documents from major global airlines1 and as of the 2021 Form 10-K filing, it was not aware of any public commitment by another airline to achieve net zero GHG emissions without using traditional carbon offsets.

Regarding United’s statement in the 2021 Form 10-K that it is the largest airline to invest in zero-emission engines for regional aircraft, United

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determined that, as of the 2021 Form 10-K filing, it was the largest airline on an available seat-mile basis to invest in zero-emission engines for regional aircraft based on publicly announced commitments and investments as well as United’s equity stake in hydrogen-electric engine developer, ZeroAvia, Inc. In other words, as of the 2021 Form 10-K filing, United was not aware of any airlines that had invested in manufacturers of zero-emission engines for regional aircraft based on publicly announced commitments and investments that were bigger than United on an available seat-mile basis.

Lastly, regarding the term “100% green” in the 2021 Form 10-K, the term is referring to United’s pledge described in the rest of that sentence—i.e., United’s pledge to “eliminat[e] its greenhouse gas (‘GHG’) emissions by 2050 without relying on the use of traditional carbon offsets . . . .”

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Please revise to disclose the material effects of transition risks related to climate change that may affect your business, financial condition, and results of operations, such as market trends that may alter business opportunities, credit risks, or technological changes.

United respectfully notes that it has disclosed in the Risk Factors section of the 2021 Form 10-K the material effects that climate change-related transition risks may have on United and it believes that those disclosures provided sufficient specificity for investors because the disclosures address each of the four risk categories of climate change transition risks (“Policy and Legal,” “Technology,” “Market,” and “Reputation”) identified in the TCFD framework that may potentially impact United’s business, financial condition, liquidity or results of operations.

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Specifically, United described the potential for increased costs and reputational harm due to increased stakeholder attention with respect to climate change in the transition to a lower-carbon economy under the heading “We are subject to many forms of environmental regulation and liability and risks associated with climate change and may incur substantial costs as a result. In addition, failure to achieve or demonstrate progress towards our climate goals may expose us to liability and reputational harm.” For example, the disclosure noted the following:

1 For example, airlines such as American Airlines Group Inc., Delta Air Lines, Inc., Southwest Airlines Co., JetBlue Airways Corporation, Alaska Air Group, Inc., Deutsche Lufthansa Aktiengesellschaft, Air France-KLM SA and International Consolidated Airlines Group, S.A. have all disclosed that their “net zero” targets include voluntary carbon offsets.

•“Compliance with existing and future environmental laws and regulations can require significant expenditures and operational changes and violations can lead to significant fines and penalties and reputational harm.”

•“[United] has incurred, and expects to continue to incur, costs to achieve its goal of net zero carbon emissions and to comply with environmental sustainability legislation and regulation and non-binding standards and accords. Such activity may require the Company to modify its supply chain practices, make capital investments to modify certain aspects of its operations or increase its operating costs (including fuel costs). The precise nature of future binding or non-binding legislation, regulation, standards and accords, which is an increased focus of 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 proposed U.S. legislation to accelerate the production of [sustainable aviation fuel] development fails to be enacted into law.”

•“There can be no assurance . . . that any future investments that we make in furtherance of achieving our climate goals will produce the expected results or meet increasing stakeholder environmental, social and governance expectations.”

•“[W]e 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.”

•“If we are unable to meet or properly report on our progress toward achieving our climate change goals and commitments, we could face adverse publicity and reactions from other investors, activist groups, or other stakeholders, which could result in reputational harm or other adverse effects to the Company.”

United confirms that it will continue to disclose in future SEC filings with specificity the effects of the known risks posed by the transition to a lower-carbon economy if material.

United also believes that strategic opportunities exist for it as a result of climate change and that the sustainability-related solutions being pursued to advance its goal to become 100% green by achieving net zero GHG emissions by 2050 without relying on the use of traditional carbon offsets will help mitigate several of these potential risks posed by the transition to a lower-carbon economy. United disclosed in the “Business” section of the 2021 Form 10-K that it “believes that its investment in these [sustainability-related] solutions are sound, particularly given that the Company’s climate goals and overall climate strategy are increasingly important factors in its relationships with its employees and customers.” As United plans to continue to make sustainability-driven investments, it intends to disclose any such material opportunities in its future SEC filings.

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Disclose any material litigation risks related to climate change and explain the potential impact to the company.

United respectfully advises the Staff that, as part of the review process pursuant to its disclosure controls and procedures in connection with preparing the 2021 Form 10-K as described in response to Comment #1, United monitors and assesses litigation risks on a regular basis. One aspect of this review process is that United’s litigation team meets quarterly with members of United’s financial reporting team to provide updates on, and assess the materiality of, pending litigation and regulatory matters, including potential exposures relating to such matters, by reference to Applicable

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Disclosure Requirements, the accounting standards applicable to loss contingencies under ASC Topic 450, Contingencies, and qualitative factors. In addition, United utilizes an enterprise risk management process to regularly identify and evaluate risks to its general operations, including a monitoring process to identify, assess and track known and potential loss contingencies. United’s management, after considering a number of factors (including, but not limited to, the information currently available, the views of legal counsel, the nature of contingencies to which United is subject and prior experience), did not identify as of the time of filing the 2021 Form 10-K any pending legal proceedings or contingencies related to climate change that required disclosure under Item 103 of Regulation S-K or under U.S. generally accepted accounting principles, such as ASC Topic 450, Contingencies. However, the ultimate resolutions of United’s legal proceedings and other contingencies are inherently unpredictable and subject to significant uncertainties as disclosed in the 2021 Form 10-K.

United’s Disclosure Council and other appropriate United subject matter experts also review United’s risk factor disclosures to identify potentially material risks for disclosure. As also noted in our response to Comment #3, United respectfully advises the Staff that United disclosed in the Risk Factors section of the 2021 Form 10-K that compliance with climate-related laws and regulations can increase its exposure to government-instituted fines and penalties. United confirms that in future SEC filings, when material and where appropriate, it will include additional disclosures about litigation risks related to climate change and the potential impact to United.

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We note your disclosures on pages 8 and 28 regarding your capital expenditures for climate-related projects. Please tell us about and quantify capital expenditures for climaterelated projects for each of the years covered by your Form 10-K and any amounts budgeted for future periods.

While United has incurred, and expects to continue to incur, capital expenditures to achieve its goal of net zero carbon emissions, as a result of transition risks related to climate change and to comply with environmental sustainability legislation and regulation and non-binding standards and accords, except for what United has disclosed in its SEC filings, as of the 2021 Form 10-K filing, the related capital expenditures, individually and in the aggregate, were not material to its business, financial condition, liquidity or results of operations.

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In fact, the related capital expenditures were not, and are expected not to be, solely for purposes of achieving United’s climate-related goals, mitigating United’s climate change transition risks or complying with environmental regulation and accords. For example, the newer more fuel-efficient aircraft orders discussed in the “Environmental, Social and Governance Approach and Highlights—Climate Strategy” section of the 2021 Form 10-K were made for replacement of older aircraft and for growth opportunities. Moreover, for initiatives that are inseparable from the costs of capitalized projects incorporating sustainable design, the incremental costs of sustainable elements were not identifiable when comparing the overall costs to more carbon-intensive alternatives. It is also important to note that many of United’s climate-related initiatives have not required, and are not expected to require, any capital expenditures. For example, in June 2021 United launched a new corporate venture capital subsidiary, United Airlines Ventures, Ltd. (“UAV”), to focus United’s efforts in forming commercial arrangements with, as well as investing in, early-stage climate technology companies that have the potential to scale and support United’s climate targets or are generally supportive of advancing sustainability within the broader economy. Disclosures relating to those investments were included in Note 9 in the 2021 Form 10-K, but the UAV investments did not involve capital expenditures. Similarly, when

United purchases sustainable aviation fuel (“SAF”) under its SAF supply contracts, United typically does not need to make capital expenditures to account for the price premium of the SAF that it purchases compared to conventional jet fuel.

United will include in its future SEC filings relevant disclosure concerning the impact of capital expenditures for climate-related projects if material.

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To the extent material, discuss the indirect consequences of climate-related regulation or business trends, such as the following: • decreased demand for services that produce significant greenhouse gas emissions or are related to carbon-based energy sources; • increased demand for goods that result in lower emissions than competing products; • increased competition to develop innovative new products that result in

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lower emissions; • increased demand for generation and transmission of energy from alternative energy sources; and • any anticipated reputational risks resulting from operations or products that produce material greenhouse gas emissions.

Set forth below is United’s response to each of the individual items referenced in the Staff’s Comment #6:

◦decreased demand for services that produce significant greenhouse gas emissions or are related to carbon-based energy sources;

United believes that customer demand is currently dependent on a number of factors unrelated to its GHG emissions, including routes, fares, schedules (both timing and frequency), services, products, customer service and frequent flyer programs.

Although United does not have any evidence of this potential trend occurring now, United believes it is possible

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that, in the future, segments of the public may choose airline travel based on airlines’ GHG emissions, which is why United disclosed in the 2021 Form 10-K that it is resolute in attaining its mid-term and long-term climate goals. In addition, United disclosed in the 2021 Form 10-K that its primary effort with respect to one of its key pathways to achieving its climate goals is reducing its fossil jet fuel consumption by working with strategic partners to employ and commercialize the use of SAF, which is aligned with the sustainability commitments of United’s corporate customers to mitigate their travel emissions in accordance with their respective climate goals. However, United did not believe as of the 2021 Form 10-K filing that this potential trend was a risk that was material to United. In fact, United believes that it will likely benefit if this trend ultimately materializes.

United respectfully advises the Staff that it disclosed in the 2021 Form 10-K that United is committed to finding solutions—both individually as a company and together with partners in both the private and public sectors—to build the future of sustainable flight. To that end, United provided detailed disclosure on three of its key pathways to achieving its climate goals that are relevant to the need to innovate its operations to lower its GHG emissions: (i) innovating for potentially transformative carbon reduction technology, (ii) removing United’s atmospheric carbon impacts and (iii) collaborating with employees, customers, airports, suppliers, cross-industry partners and policymakers to facilitate faster action and the commercialization of technology solutions concerning climate change. United did not believe, as of the 2021 Form 10-K filing, that competition regarding the need to innovate its operations to lower its GHG emissions was a material risk to United.

United respectfully advises the Staff that it provided detailed disclosure in the 2021 Form 10-K on one of its key pathways to achieving its climate goals that is particularly relevant to demand for generation and transmission of energy from alternative energy sources—reducing United’s environmental footprint. United disclosed that its primary effort with respect to this key pathway is reducing its fossil jet fuel consumption—the largest contributor to its environmental footprint—by working with strategic partners to employ and commercialize the use of SAF. United also disclosed in the Risk Factors section of the 2021 Form 10-K that “the financial impact to the Company would likely be significant . . . if proposed U.S. legislation to accelerate the production of SAF development fails to be enacted into law.”

◦any anticipated reputational risks resulting from operations or products that produce material greenhouse gas emissions.

As noted in the response to Comment #3, United respectfully advises the Staff that it disclosed in the 2021 Form 10-K the potential for reputational harm due to increased stakeholder attention with respect to climate change in the transition to a lower-carbon economy in the Risk Factors section under the heading “We are subject to many forms of environmental regulation and liability and risks associated with climate change and may incur substantial costs as a result. In addition, failure to achieve or demonstrate progress towards our climate goals may expose us to liability and reputational harm.”

United will continue to monitor the material indirect consequences of climate-related regulation or business trends—including with respect to strategic opportunities—and if they are considered reasonably likely to have a material effect on its business, financial condition, liquidity or results of operations, United will disclose such consequences in future SEC filings as appropriate.

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We note page 28 of your Form 10-K describes substantial costs and operational disruptions as a result of severe weather events caused by climate change. If material, please discuss the physical effects of climate change on your operations and results in greater detail.

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This disclosure may include: • quantification of material weather-related damages to your property or operations; • potential for indirect weather-related impacts that have affected or may affect your major suppliers; and • any weather-related impacts on the cost or availability of insurance. Your response should include quantitative information for each of the periods covered by your Form 10-K and explain whether changes are expected in future periods, as applicable.

should include quantitative information for each of the periods covered by your Form 10-K and explain whether changes are expected in future periods, as applicable.

Response: Neither weather-related damages to United’s property and operations (or those of its suppliers to the extent such damages impacted United) nor impacts of the physical effects of climate change to the cost or availability of insurance were material to United during the years covered by the 2021 Form 10-K.

United assesses and manages climate-related risks through its integrated, company-wide risk management process.

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United’s business continuity and operation management functions also monitor weather in real time to identify how United may be impacted by weather-related events.

United conducts preparedness planning and implements measures designed to maintain business continuity and mitigate the financial impacts of physical climate-related risks. Accordingly, United believes that it is well-positioned to quickly assess the impact of identified events and implement business continuity plans. Additionally, United’s ongoing risk management processes are designed to identify and mitigate longer-term risks posed by climate change. Various departments at United constantly evaluate and respond to weather-related events, focus on improving aircraft performance and work with local airport authorities to ensure that adequate airport runway capacity and operating capabilities are in place.

From time to time, United has experienced isolated weather-related damages to some of its property and operations; however, the impact of such damages has not been material when compared to United’s consolidated financial statements or qualitatively material to investors and has been covered by insurance. For example, the historic winter storm that took place across Texas in early 2021 caused the electric grid operator to lose control and resulted in significant—but immaterial—increases in United’s electric utility bills of approximately $9 million (which is less than 0.5% of United’s losses before taxes in 2021). In addition, the storm did not cause any property damage.

United also did not believe as of the 2021 Form 10-K filing that severe weather events or other physical effects of climate change were reasonably likely to have a material impact on United’s business, financial condition, liquidity or results of operations. Accordingly, these items are not disclosed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the 2021 Form 10-K. However, United respectfully notes that, while the referenced disclosure in the Staff’s Comment #7 indicates that United “is likely to incur substantial costs and operational disruptions as a result of increases in the frequency, severity or duration of severe weather events caused by climate change[,]” the disclosure in the 2021 Form 10-K also indicated that United “is not able to predict accurately the materiality of any potential losses or costs associated with the effects of climate change.” Thus, as the disclosure in the 2021 Form 10-K expressly noted, it is possible that United’s predictions in that regard are incorrect and that future related impacts may in fact be material. United confirms that it will disclose the impact of any weather-related events if material or reasonably likely to become material in future SEC filings.

In addition, as of the 2021 Form 10-K filing, United did not believe there had been any weather-related impacts due to climate change that had materially impacted the cost of its insurance. The cost of United’s insurance premiums is tied to several factors, including the availability and demand for insurance in the overall insurance market, program limits, deductibles, the insured’s risk profile as well as weather and other insured losses. United also acknowledged in its disclosure in the Risk Factors section of the 2021 Form 10-K that it is not “fully insured against all potential hazards and risks incident to our business.” However, United’s aggregate insurance costs are immaterial as a percentage of United’s operating expenses when comparing such costs to United’s consolidated financial statements for the relevant period. Furthermore, United is not aware of any specific weather-related impact on its availability of insurance that is material to United’s business, financial condition, liquidity or results of operations.

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We note your disclosure on page 28 regarding compliance costs related to climate change. Please quantify any compliance costs for each of the periods covered by your Form 10-K as well as any expected future costs.

United respectfully notes that, while the referenced disclosure in the Staff’s Comment #8 indicated that “[c]ompliance with existing and future environmental laws and regulations can require significant expenditures and operational changes and violations can lead to significant fines and penalties and reputational harm . . . .”, compliance costs related to climate change were not material to United during the years covered by the 2021 Form 10-K and, as of the filing of the 2021 Form 10-K, United did not believe that it was reasonably likely that they will be material in the future.

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As such, these items are not disclosed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the 2021 Form 10-K.

At the time that United filed the 2021 Form 10-K, based on what it believed to be reasonable assumptions (including monitoring, reporting and verification costs for climate compliance schemes such as the Carbon Offsetting and Reduction Scheme for International Aviation or the European Union Emissions Trading Scheme), United anticipated that costs to comply with environmental sustainability legislation and regulation would be under approximately $100,000 per year, which United believes is not quantitively material when compared to United’s consolidated financial statements or qualitatively material to investors. These costs are related to current and near-term obligations under climate-related regulatory requirements. United confirms that it will disclose the impact of any climate-related compliance costs if material in future SEC filings.

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We note your disclosure on page 9 regarding carbon offsets purchased in 2019 and 2020. Please quantify for us the amounts expended to purchase these offsets. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

For the years ended December 31, 2019 and 2020, United purchased offsets as part of a discrete promotional campaign originally offered in late 2019 through the beginning of 2020. The total spend on offsets in connection with this campaign was less than $500,000. Read in the reply ↗

We note your response to prior comment 3 and reissue it in part. Please expand your disclosure to discuss risks related to climate change market trends that may alter business opportunities in greater detail, including, for example, changes in customer demand related to greenhouse gas emissions.

In the Response Letter, United provided that “[a]lthough United does not have any evidence of this potential trend occurring now, United believes it is possible that, in the future, segments of the public may choose airline travel based on airlines’ GHG emissions, which is why United disclosed in the 2021 Form 10-K that it is resolute in attaining its mid-term and long-term climate goals.” However, United respectfully advises the Staff of its note in the Response Letter that United did not believe as of the 2021 Form 10-K filing that this potential trend represented a material risk.

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United reiterates that it does not expect that the potential trend (should it materialize) would be reasonably likely to have a material impact on its business, financial condition, liquidity or results of operations in the foreseeable future. In fact, as United

233 South Wacker Drive, 13th Floor–WHQLA, Chicago, IL 60606 previewed in the 2021 Form 10-K, even though United’s “absolute GHG emissions will rise in the immediate future as the impact of the COVID-19 pandemic on the Company’s operations lessens and the Company implements its United Next strategy and expects to return to growth with the anticipated increase in travel demand[,]” United’s operating revenue in both the second and third quarters of 2022 far exceeded its operating revenue in the respective quarters in 2019 despite any greenhouse gas (“GHG”) emissions increase. Similarly, United confirmed in its press release announcing its financial results for the third quarter of 2022, a copy of which is furnished pursuant to Item 2.02 as Exhibit 99.1 to a Current Report on Form 8-K dated October 18, 2022, that it expected its adjusted operating margin1 for the fourth quarter of 2022 to be above its adjusted operating margin for the same quarter of 2019.2

In addition, United disclosed in the Risk Factors section of the 2021 Form 10-K the potential impact of climate change market trends on United, including the following:

•“If we are unable to meet or properly report on our progress toward achieving our climate change goals and commitments, we could face adverse publicity and reactions from other investors, activist groups, or other stakeholders, which could result in reputational harm or other adverse effects to the Company.”

•“[W]e 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. We are not able to predict accurately the materiality of any potential losses or costs associated with the effects of climate change.”

United confirms that it will continue to evaluate current and anticipated material risks related to climate change market trends that may alter its business opportunities as the trends and risks evolve and disclose—and provide appropriate updates to—the material trends and risks in its future SEC filings as appropriate in accordance with Commission rules and regulations then in effect.

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We note your response to prior comment 6. Please expand your disclosure to address reputational risks that may result from your current operations that produce material greenhouse gas emissions.

To date, United has not observed any significant negative impact to its reputation or brand as a result of its GHG emissions that exposed United to material adverse consequences to its business, financial condition, liquidity and results of operations. United confirms that investors and other stakeholders expressing interest in climate change matters have generally been supportive of United’s goals and pathways.

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Furthermore, United has not observed a

1 Adjusted operating margin is a financial measure that is not calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and is calculated as operating margin, excluding operating special charges (credits), the nature of which were not determinable at the time. As a result, the company did not provide a target for or a reconciliation to operating margin, the most directly comparable GAAP measure, because United was unable to predict certain items contained in the GAAP measure without unreasonable efforts.

2 Guidance provided in connection with United’s press release announcing its financial results for the third quarter of 2022 speaks only as of its date.

233 South Wacker Drive, 13th Floor–WHQLA, Chicago, IL 60606 2 decrease in its bookings because of its GHG emissions. Rather, as noted in the response to Comment #1, United’s financial results have been strong since the first quarter of 2022. In its future SEC filings, United will include relevant disclosures in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section if it believes that reputational risks that may result from its current operations that produce material GHG emissions represent a material event or uncertainty that is reasonably likely to affect its future results or financial condition.

United also respectfully advises the Staff that it provided detailed disclosure in the Risk Factors section of the 2021 Form 10-K on the reputational risks that may potentially result from United’s future as well as its current operations in connection with United’s production of GHG emissions, including the following:

•“Compliance with existing and future environmental laws and regulations can require significant expenditures and operational changes and violations can lead to significant fines and penalties and reputational harm.”

•“If we are unable to meet or properly report on our progress toward achieving our climate change goals and commitments, we could face adverse publicity and reactions from other investors, activist groups, or other stakeholders, which could result in reputational harm or other adverse effects to the Company.”

United confirms that it will continue to evaluate current and anticipated material reputational risks that may result from its operations as a result of its GHG emissions as the risks evolve and disclose—and provide appropriate updates to—the material reputational impacts, trends, uncertainties and risks in its future SEC filings as appropriate in accordance with Commission rules and regulations then in effect.

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We note your response to prior comment 7 states that weather-related damages to your property and operations were not material during the years covered by your Form 10-K and that you note by way of example the costs related to the 2021 winter storm that took place across Texas. Please quantify all weather-related damages to your property and operations for each of the periods covered by your Form 10-K.

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We also note that at the time of the filing of your Form 10-K you did not believe there had been any weather-related impacts due to climate change that had materially impacted the cost of insurance. Please quantify your insurance costs for each of the periods covered by your Form 10-K and explain whether changes to your insurance costs are expected in future periods. In addition, tell us how you considered including disclosure regarding the potential impact to you from weather-related disruptions to your suppliers.

United’s corporate insurance office tracks damage and loss events affecting United’s property and operations. The weather-related damages to United’s properties and operations, net of insurance reimbursements, that were reported to United’s corporate insurance office were de minimis (i.e., less than $4 million in the aggregate) in each of the fiscal years ended December

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31, 2019 and 2020 and were, in the aggregate, less than $26 million in the fiscal year ended December 31, 2021.

United’s total insurance expense for its property

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and operations was in the aggregate approximately $52 million, $38 million and $44 million in the fiscal years ended December 31, 2019, 2020 and 2021, respectively. United currently does not expect material changes in insurance costs in future periods due to weather-related events.

In the Response Letter, United described the review process involved in the preparation and review of its filings with the SEC in its response to Comment #1, which is the review process that United preformed with respect to its consideration of potential disclosure regarding the impact to United of weather-related disruptions to its suppliers. During the review process, United did not identify any risk or uncertainty related to weather-related disruptions to its suppliers that would reasonably be expected to have a material adverse effect on its business, financial condition, liquidity or results of operations. As a result, United did not explicitly disclose weather-related disruptions as among the material risks pertaining to its suppliers’ performance that could impact United’s business because United considers it to be more reasonably likely that some other factors set forth in the Risk Factors section of the 2021 Form 10-K would be the cause of its suppliers’ potential failure to perform their obligations. United respectfully advises the Staff of the following disclosure in the Risk Factors section relating to its suppliers and other partners, which was prepared based on the review process described above:

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

•“The airline industry is heavily dependent on business models that concentrate operations in major airports in the United States and throughout the world. An extended interruption or disruption at one of our hubs or other airports where we have a significant presence resulting from ATC delays, weather conditions, natural disasters, growth constraints, relations with third-party service providers, failure of computer systems, disruptions to government agencies or personnel (including as a result of government shutdowns), disruptions at airport facilities or other key facilities used by us to manage our operations, labor relations, power supplies, fuel supplies, terrorist activities, international hostilities or otherwise could result in the cancellation or delay of a significant portion of our flights and, as a result, could have a material impact on our business, operating results and financial condition.”

•“[I]f the Company is unable to acquire additional aircraft at acceptable prices from Boeing or Airbus, or if Boeing or Airbus fails to make timely deliveries of aircraft (whether as a result of any failure or delay in obtaining regulatory approval or certification for new model aircraft . . . or manufacturing delays or otherwise) or to provide adequate support for its products, including with respect to the aircraft subject to firm orders under our United Next plan, the Company’s operations could be materially and adversely affected.”

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•“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.”

United will continue to evaluate the potential risks and impacts of weather-related disruptions on its suppliers and partners as the risks and impacts evolve and disclose—and provide appropriate updates to—the material impacts, trends, uncertainties, and risks in its future SEC filings as appropriate in accordance with Commission rules and regulations then in effect.

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We note your response to prior comment 8 and reissue it in part. Please quantify any compliance costs related to climate change for each of the periods covered by your Form 10-K.

United estimates that its aggregate costs incurred specifically to comply with environmental sustainability legislation and regulation and non-binding standards and accords related to climate change were approximately $16,000, $37,000 and $29,000 in the fiscal years ended December 31, 2019, 2020 and 2021, respectively. Read in the reply ↗

Please tell us what consideration you gave to disaggregating revenue by type of customer and timing of revenue recognition. Refer to ASC 606-10-55-91c and f.

The Company evaluated the revenue disaggregation categories outlined in ASC 606-10-55-91c and f:

a.

Type of Customer (ASC 606-10-55-91c) - Beyond geographic regions, the Company does not have significant other customer types that are uniquely impacted differently by economic factors. The Company considered disaggregating revenue from sales to corporate customers and government customers but concluded that there are not different economic factors that affect the nature, amount, timing and uncertainty of revenues and cash flows for these types of customers, based on the following:

i.

There

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is no difference in the method of satisfying the performance obligation amongst traveling passengers.

ii.

Government and corporate customers generally have contracts with multiple airlines thus providing their employees with the freedom to choose travel carriers. Sales to corporate and government customers would still exist even if there were no contracts as these customers would mainly use the airline based on their individual preferences.

iii.

The Company does not segregate revenue by corporate or government travel in its reports to its chief operating decision maker or within other disclosures presented outside of the financial statements.

b.

Market Segmentation (ASC 606-10-55-91c) - The Company offers varying fare levels depending on the seats and configuration of aircraft. As such fares might be sold as United Polaris, United First, United Business, United Economy or United Basic Economy. These fare levels and offerings may change from year to year depending on the Company’s strategy. The Company concluded that fare classes are not uniquely impacted differently by economic factors that would impact the nature, timing, and the uncertainty of revenue recognition and cash flows. The Company concluded that disaggregation for market segmentation is not appropriate as the Company manages its flights to maximize total revenue earned per flight rather than a particular fare class. As such, there are not different economic factors that impact these fare types in the Company’s financial statements as if they were independent offerings. Also, the Company does not segregate revenue by market segmentation in its reports to its chief operating decision maker or within other disclosures presented outside of the financial statements.

c.

Timing of Transfer of Goods or Services (ASC 606-10-55-91f) - The Company did consider disaggregating revenue based on the timing of services provided. The Company determined that materially all of its passenger ticket revenue is recognized at a point in time. Ticket revenue is recognized when the passenger flies. Miles redeemed are recognized when the frequent flyer loyalty program ("MileagePlus") member redeems them and completes the flight, consistent with passenger ticket revenue, or takes delivery of non-travel goods or services. Revenue from miles redemption is reported separately in the Company’s financial statement footnotes. Please see the response to Comment #2 and Comment #3 below for additional information related to the advertising and marketing performance obligations under the co-brand agreement, for which the revenue is recognized over the term of the agreement, as disclosed.

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Please tell us whether advertising under the co-brand agreement is performed over the term of the agreement and whether there is an expected pattern of recognition.

In accordance with ASC 606-10-55-65 as interpreted by the AICPA Revenue Recognition Guide, Chapter 10 - Airlines (paragraph 10.6.61), the performance obligation(s) related to the brand elements, other marketing services, and ancillary services is (are) satisfied over time. Advertising is provided to the financial institution over the term of the co-brand agreement. As such, the Company utilizes credit card usage, when the MileagePlus members use their co-branded credit cards to make purchases, and recognize revenue in accordance with the sales or usage based exception in ASC 606-10-55-65. Read in the reply ↗

You disclose that revenue for the marketing performance obligation under the co-brand agreement is recorded to other operating revenue over the term of the co-brand agreement based on customer's use of the Mileage-Plus credit card.

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Please tell us why recognition is based on the customer's use of the credit card and how this impacts or is expected to impact the pattern of recognition for the marketing performance obligation over the term of the agreement.

The Company determined that the predominant element in the co-brand agreement is intellectual property related to the Company’s brand and customer list (collectively referred to as the marketing performance obligation) in accordance with ASC 606-10-55-65A. In accordance with ASC 606-10-55-65, as interpreted by the AICPA Revenue Recognition Guide, Chapter 10 - Airlines (paragraphs 10.6.63 through 10.6.66), the marketing performance obligation is provided to the financial institution continuously over the term of the agreement, and royalties are generated each time the MileagePlus member uses

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the co-branded credit card and therefore when the Company issues the miles to the customer. As such, the Company recognizes revenue based on the sales and usage based exception in ASC 606-10-55-65 when the MileagePlus member uses the credit card as it is the time a) the subsequent sale or usage occurs and b) the performance obligation has been partially satisfied as the Company’s obligation is satisfied continuously over the term of the agreement.

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Please tell us how you account for breakage, if any, on miles sold under the co-brand agreement.

For the portion of our outstanding mileage credits that we estimate will not be redeemed, we recognize the associated value proportionally as the remaining mileage credits are redeemed in accordance with ASC 606-10-55-48. Read in the reply ↗

Please tell us who you determined the customer to be for each of the performance obligations under the co-brand agreement.

Consistent with the AICPA Revenue Recognition Guide, Chapter 10 - Airlines (paragraph 10.6.45 and 10.6.46), customers for the performance obligations under the co-brand agreement include the Company, Chase Bank USA, NA, and the Company's MileagePlus members. The financial institution is the direct customer of the Company for the sale of marketing-related elements (including marketing and advertising) and the credit card holder (MileagePlus member) is the end customer of the airline for earning the miles awarded under the Company's MileagePlus program. Read in the reply ↗

We note your response to our prior comment 2. Please revise your disclosure consistent with your response to state the timing and pattern of recognition. MD&A

We respectfully acknowledge the Staff's comment and included revised disclosure in the Form 10-Q for the quarterly period ended June 30, 2018 of UAL and United, filed with the SEC on July 18, 2018. Read in the reply ↗

We note your disclosure that other operating revenue increased $55 million primarily due to an approximately $50 million one-time payment of MileagePlus related revenue. Please tell us the nature of this one-time payment and why its receipt resulted in recognition of revenue during the quarter.

The Company received $[***] million in the first quarter of 2018 related to a [***] provision of the co-brand agreement. Similar to other consideration received under the co-brand agreement, the Company allocated the $[***] million payment across the performance obligations identified in the co-brand agreement, including MileagePlus miles awarded, marketing, advertising and other travel-related benefits. A total of $50 million was allocated to marketing, advertising and certain other travel-related benefits.

Rest of the answer

The remaining $[***] million was allocated to MileagePlus miles awarded and was deferred. The deferred portion of the payment will be recognized at the time of the related travel.

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We note from your response letter dated July 23, 2018 that you received a one-time payment related to a provision of your co-brand agreement, and that you allocated this type of revenue across your performance obligations. You then describe how you defer this revenue allocated to MileagePlus award miles, but recognize up front revenue allocated to the other three performance obligation categories.

Rest of the question

Please revise this disclosure to include a policy disclosure related to this type of payment.

We respectfully acknowledge the Staff's comment and will revise our disclosure in future filings, beginning with the Form 10-Q for the quarterly period ended September 30, 2018 of UAL and United, to include the following: "We account for all the payments received (including monthly and one-time payments) under the co-brand agreement by allocating them to the separately identifiable performance obligations." Additionally, we will revise our disclosure in the future to clarify when the marketing performance obligation is recognized as revenue as follows: "United’s marketing performance

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obligation is to provide Chase access to its customer list and the use of its brand. Marketing revenue is recorded in other operating revenue as miles are delivered to Chase."

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On page 17 of this Form 10-Q, you indicate that under ASC 606, you identified four separately identifiable performance obligation categories in your co-brand agreement with Chase Bank, and determined revenue recognition patterns based on satisfaction of those performance obligations.

Rest of the question

We note that travel-related revenue, such as revenue from MileagePlus miles awarded, bag fees, and seat upgrades is deferred and recognized in passenger revenue at the time of travel. In contrast, advertising, lounge pass revenue, and marketing revenue is recorded in other operating revenue based on various factors, such as when the lounge pass is used, or customer use pattern of the credit card over the term of the co-brand agreement. Your response to comment 2 in your letter dated July 23, 2018 indicates the $50 million relates to a cash payment received under a provision of the cobrand agreement and, similar to other consideration received under the co-brand agreement, you allocated the payment across the performance obligations identified in the co-brand agreement based on fixed percentages. The amounts related to MileagePlus miles awarded were deferred, while the $50 million allocated to marketing, advertising, and certain other travel related benefits was recognized on receipt. This recognition pattern appears to be consistent with the policy set forth in your Form 10-K, prior to adoption of ASC 606. Please tell us why you believe your recognition pattern in the first quarter complies with your recognition policy for such revenue under ASC 606.

The Company received a one-time payment under the co-brand agreement in the first quarter of 2018. The portion of that payment that related to the marketing, advertising and certain travel related benefits performance obligations was approximately $50 million. As described in the Revenue footnote on page 17 of the Form 10-Q, and in accordance with ASC 606, we allocate proceeds from the co-brand agreement to each performance obligation, and, in the case of the marketing performance obligation, we recognize revenue based on the use of the credit card (which we will clarify in future filings is

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when miles are delivered to Chase which had occurred by the time this cash payment was received). The performance obligation for the advertising and other travel related benefits were also complete as of the date of the receipt of this payment. This recognition is the same as the accounting used prior to the adoption of ASC 606.

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