Pay Versus Performance

Value of Initial Fixed $100

Investment Based On:(4)

Average

Summary

Average

Net

Compensation

Peer Group

Income

Table

Actually

Table Total

Actually Paid

Total

(Loss)

CASM-ex

Total for

Total for PEO

Paid to PEO

for Non-PEO

to Non-PEO

Shareholder

(in

(in dollars

PEO (Kirby)

(Munoz)

(Kirby)

(Munoz)

NEOs

Return

millions)

and cents)

Year(1)

($)(2)

($)(3)

($)(2)

($)(3)

($)

($)(5)

($)

($)(6)

2023

18,573,299

N/A

23,055,816

N/A

7,515,590

8,392,360

46.84

62.69

2,618

12.03

2022

9,796,602

N/A

9,915,781

N/A

2,942,377

3,414,487

42.80

48.50

737

11.73

2021

9,845,064

N/A

11,099,444

N/A

3,220,759

4,011,244

49.70

74.47

(1,964)

12.96

2020

8,891,854

12,098,693

(3,452,005)

5,522,588

4,516,414

2,597,497

49.10

75.79

(7,069)

17.13

(1)	The Principal Executive Officer (“PEO”) and NEOs for the applicable years were as follows:

2023: Scott Kirby served as the Company's PEO for the entirety of 2023 and the Company's other NEOs were: Michael Leskinen, Brett Hart, Torbjorn Enqvist, Linda Jojo, Gerald Laderman and Gregory Hart.

2022: Scott Kirby served as the Company’s PEO for the entirety of 2022 and the Company’s other NEOs were: Brett Hart, Gregory Hart, Gerald Laderman and Linda Jojo.

2021: Scott Kirby served as the Company’s PEO for the entirety of 2021 and the Company’s other NEOs were: Brett Hart, Gerald Laderman, Linda Jojo and Andrew Nocella.

2020: Scott Kirby was promoted to the role of PEO on May 20, 2020, the date of the Company’s 2020 annual meeting of stockholders. Oscar Munoz served as the Company’s PEO during 2020 up until May 20, 2020, and then transitioned to the role of Executive Chairman of the Board. The Company’s other NEOs for 2020 were: Brett Hart, Gerald Laderman, Linda Jojo and Andrew Nocella.

(2)

Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Messrs. Kirby and Munoz and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s non-PEO NEOs for the applicable year.

(3)

To calculate the compensation actually paid (“CAP”) as required under SEC disclosure rules, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for each person who served as PEO during the covered period and for the average of the non-PEO NEOs is set forth following the footnotes to this table. As a result of new interpretive guidance about option valuation provided by the SEC, during 2023 the amounts reported as CAP for 2020, 2021 and 2022 are different than the amounts for those years that were shown in our Proxy Statement filed with the SEC on April 13, 2023.

(4)	Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2019. Historic stock price performance is not necessarily indicative of future stock price performance.

(5)	The TSR Peer Group consists of the NYSE Arca Airline Index (“XAL”), an independently prepared index that includes companies in the airline industry and which is used for the stock performance graph in the Company’s 2023 Form 10-K.

(6)

The Committee selected CASM-ex as its Company-Selected Measure, because, in the Company’s assessment, it represents the most important financial performance measure used by the Company to link compensation actually paid to the NEOs for 2023 to Company performance. The Committee believes that management’s success with respect to cost discipline during the period of executing on the Company’s United Next growth strategy is critical to meeting the long-term financial objectives of the Company and stockholders. CASM is a common metric used in the airline industry to measure an airline’s cost structure and efficiency. The Company reports CASM excluding special charges (credits), third-party business expenses, fuel expense and profit sharing (“CASM-ex”). The Company believes that adjusting for special charges (credits) is useful to investors because special charges (credits) are not viewed as indicative of the Company’s ongoing performance. The Company also believes that excluding third-party business expenses, such as maintenance, flight academy, ground handling and catering services for third parties, provides more meaningful disclosure because these expenses are not directly related to the Company’s core business. The Company also believes that excluding fuel expense from certain measures is useful to investors because it provides an additional measure of management’s performance excluding the effects of a significant cost item over which management has limited influence. The Company excludes profit sharing from CASM-ex because it believes that this exclusion allows investors to better understand and analyze the Company’s operating cost performance and provides a more meaningful comparison of our core operating costs to the airline industry.

Named Executive Officers, Footnote

Pay Versus Performance

Value of Initial Fixed $100

Investment Based On:(4)

Average

Summary

Average

Net

Compensation

Peer Group

Income

Table

Actually

Table Total

Actually Paid

Total

(Loss)

CASM-ex

Total for

Total for PEO

Paid to PEO

for Non-PEO

to Non-PEO

Shareholder

(in

(in dollars

PEO (Kirby)

(Munoz)

(Kirby)

(Munoz)

NEOs

Return

millions)

and cents)

Year(1)

($)(2)

($)(3)

($)(2)

($)(3)

($)

($)(5)

($)

($)(6)

2023

18,573,299

N/A

23,055,816

N/A

7,515,590

8,392,360

46.84

62.69

2,618

12.03

2022

9,796,602

N/A

9,915,781

N/A

2,942,377

3,414,487

42.80

48.50

737

11.73

2021

9,845,064

N/A

11,099,444

N/A

3,220,759

4,011,244

49.70

74.47

(1,964)

12.96

2020

8,891,854

12,098,693

(3,452,005)

5,522,588

4,516,414

2,597,497

49.10

75.79

(7,069)

17.13

(1)	The Principal Executive Officer (“PEO”) and NEOs for the applicable years were as follows:

2023: Scott Kirby served as the Company's PEO for the entirety of 2023 and the Company's other NEOs were: Michael Leskinen, Brett Hart, Torbjorn Enqvist, Linda Jojo, Gerald Laderman and Gregory Hart.

2022: Scott Kirby served as the Company’s PEO for the entirety of 2022 and the Company’s other NEOs were: Brett Hart, Gregory Hart, Gerald Laderman and Linda Jojo.

2021: Scott Kirby served as the Company’s PEO for the entirety of 2021 and the Company’s other NEOs were: Brett Hart, Gerald Laderman, Linda Jojo and Andrew Nocella.

2020: Scott Kirby was promoted to the role of PEO on May 20, 2020, the date of the Company’s 2020 annual meeting of stockholders. Oscar Munoz served as the Company’s PEO during 2020 up until May 20, 2020, and then transitioned to the role of Executive Chairman of the Board. The Company’s other NEOs for 2020 were: Brett Hart, Gerald Laderman, Linda Jojo and Andrew Nocella.

Adjustment To PEO Compensation, Footnote

CAP Adjustments—PEO—Scott Kirby

Plus/(Minus)

Minus

Change in Fair

Fair Value as of

Value as of Vesting

Prior Fiscal Year-

Plus

Plus/(Minus)

Date of Option and

End of Option and

Fair Value at Fiscal

Change in Fair

Plus

Stock Awards

Minus

Year-End of

Value of

Fair Value at

Granted in Prior

Grant Date Fair

Outstanding and

Vesting of Option

Years for which

Fiscal Years that

Summary

Value of Option

Unvested Option

and Stock Awards

Applicable Vesting

Failed to Meet

Compensation

and Stock Awards

Granted in Fiscal

Conditions Were

Applicable Vesting

Equals

Table

Granted in Fiscal

Granted in Prior

Year that Vested

Satisfied During

Conditions During

Compensation

Total

Year

Fiscal Years

During Fiscal Year

Fiscal Year

Actually Paid

Year

($)(a)

($)(b)

($)(c)

($)(d)

($)(e)

($)(f)

($)(g)

($)

2023

18,573,299

10,705,744

12,465,603

794,170

-

1,928,488

-

23,055,816

2022

9,796,602

8,666,624

10,244,183

(1,072,561)

-

(385,819)

-

9,915,781

2021

9,845,064

8,729,907

3,741,920

(117,988)

5,656,806

703,549

-

11,099,444

2020

8,891,854

8,585,093

7,317,424

(8,660,954)

-

(2,415,236)

-

(3,452,005)

CAP Adjustments—PEO—Oscar Munoz

Plus/(Minus)

Minus

Change in Fair

Fair Value as of

Value as of Vesting

Prior Fiscal Year-

Plus

Plus/(Minus)

Date of Option and

End of Option and

Fair Value at Fiscal

Change in Fair

Plus

Stock Awards

Minus

Year-End of

Value of

Fair Value at

Granted in Prior

Grant Date Fair

Outstanding and

Vesting of Option

Years for which

Fiscal Years that

Summary

Value of Option

Unvested Option

and Stock Awards

Applicable Vesting

Failed to Meet

Compensation

and Stock Awards

Granted in Fiscal

Conditions Were

Applicable Vesting

Equals

Table

Granted in Fiscal

Granted in Prior

Year that Vested

Satisfied During

Conditions During

Compensation

Total

Year

Fiscal Years

During Fiscal Year

Fiscal Year

Actually Paid

Year

($)(a)

($)(b)

($)(c)

($)(d)

($)(e)

($)(f)

($)(g)

($)

2023

N/A

2022

N/A

2021

N/A

2020

12,098,693

10,500,146

5,821,450

(405,696)

-

(1,491,713)

-

5,522,588

CAP Adjustments—Other Non-PEO NEOs (Average)(h)

Minus

Fair Value

Plus/(Minus)

as of

Change in Fair

Prior Fiscal

Value as of

Year-End

Vesting Date of

of Option

Option

and Stock

Plus/(Minus)

and Stock

Awards

Plus

Change in Fair

Awards

Granted in

Minus

Fair Value at

Value of

Plus

Granted

Prior Fiscal

Change in

Grant Date

Fiscal Year-

Outstanding

Fair Value at

in Prior

Years

Accumulated

Fair

End of

and

Vesting of

Years for

that Failed

Benefits

Plus Service

Value of

Outstanding

Unvested

Option and

which Applicable

to Meet

Under

Costs Under

Option

and Unvested

Option and

Stock Awards

Vesting

Applicable

Defined

Summary

and Stock

Option and

Stock Awards

Granted in

Conditions

Vesting

Benefit and

Compensation

Awards

Stock Awards

Granted

Fiscal Year that

Were

Conditions

Actuarial

Equals

Table

Granted in

in Prior

Vested During

Satisfied During

During

Pension

Compensation

Total

Fiscal Year

Fiscal Years

Fiscal Year

Plans

Actually Paid

Year

($)(a)

($)(b)

($)(c)

($)(d)

($)(e)

($)(f)

($)(g)

($)(i)

($)(j)

($)

2023

7,515,590

3,164,131

3,674,938

10,359

-

362,371

-

6,767

-

8,392,360

2022

2,942,377

2,072,759

2,399,624

(135,765)

-

281,010

-

3,414,487

2021

3,220,759

2,412,489

912,342

28,094

1,881,136

381,402

-

4,011,244

2020

4,516,414

3,918,816

2,676,364

(212,449)

-

(461,712)

-

2,304

-

2,597,497

(a)	Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the non-PEO NEOs, amounts shown represent averages.

(b)	Represents the grant date fair value of the option and stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.

(c)

Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested option and stock awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.

(d)

Represents the change in fair value during the indicated fiscal year of the outstanding and unvested option and stock awards held by the applicable NEO as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.

(e)	Represents the fair value at vesting of the option and stock awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.

(f)

Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each option and stock award that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.

(g)

Represents the fair value as of the last day of the prior fiscal year of the option and stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.

(h)	See footnote 1 for a list of the NEOs included in the average for each indicated fiscal year.

(i)	Represents the change in the actuarial present value of the accumulated benefit under all defined benefit and actuarial pension plans reported in the Summary Compensation Table for the indicated fiscal year.

(j)

Represents the sum of the actuarial present value of the benefit under all defined benefit and actuarial pension plans attributable to services rendered during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles.

Non-PEO NEO Average Compensation Actually Paid Amount

$ 8,392,360

3,414,487

4,011,244

2,597,497

Compensation Actually Paid vs. Total Shareholder Return

●	In 2020, the impact of the pandemic on the Company was amplified versus the TSR Peer Group as a result of the Company’s disproportionally greater levels of business and international travel, which were more adversely impacted than domestic leisure travel.

●	As the impacts of the pandemic on travel eased, our TSR first stabilized and then improved in two of the last four years. Overall, TSR versus our peers has improved significantly compared to 2020 and 2021.

Compensation Actually Paid vs. Company Selected Measure

●	There is intended to be an inverse relationship between performance with respect to cost measures and compensation. The above graph illustrates that as the Company’s CASM-ex results decreased, pay generally increased or slightly decreased with respect to the improved financial performance.

●	As the Company implemented structural cost reductions (which were a measure of performance under the Company’s 2021 STI awards) and increased flying, CASM-ex decreased.

●	In 2023, the airlines and many other industries, experienced significant inflation pressures which were reflected in CASM-ex results. However, as measured versus 2019, the increase in United’s CASM-ex was significantly below the industry average.

Tabular List, Table

2023 Most Important Financial Measures (unranked)⁽¹⁾

●	CASM-ex (which was included in the 2022 and 2023 Performance-Based RSU awards, measured based on full-year 2023 results relative to industry peers);

●	Liquidity hurdle (which was included in tranche 2 of the 2022 Performance-Based RSU awards and tranche 1 of the 2023 Performance-Based RSU awards, and is measured at the end of the three-year performance period); and

●	Adjusted EBITDA margin (which was the financial metric used in our 2023 STI awards, measured based on full-year 2023 results relative to industry peers).

____________________________________________

(1)	CASM-ex and Adjusted EBITDA margin relative to industry peers are non-GAAP financial measures.

(a) CASM-ex is calculated as cost or operating expense per available seat mile (“CASM”) excluding fuel expense, profit sharing, third-party business expenses and special charges (credits).

(b) Adjusted EBITDA is calculated as EBITDA (earnings before interest, taxes, depreciation and amortization excluding operating and nonoperating special charges (credits) and unrealized (gains) losses on investments, and, as applicable, adjusted for refinery and fuel hedges. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by operating revenue. Industry adjusted EBITA margin is calculated to reflect the change in adjusted EBITDA margin gap versus industry from 2019 baseline.