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United States securities and exchange commission logo
September 7, 2022
Gerald Laderman
Executive Vice President and Chief Financial Officer
United Airlines Holdings, Inc.
233 South Wacker Drive
Chicago, IL 60606
Re: United Airlines
Holdings, Inc.
Form 10-K for
Fiscal Year Ended December 31, 2021
Filed February 18,
2022
File No. 001-06033
Dear Mr. Laderman:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2021
General
1. 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.
2. 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 yourself as
the largest airline
to invest in zero-emission engines for regional aircraft. In addition,
clarify your definition
of the term 100% green.
Gerald Laderman
FirstName LastNameGerald Laderman
United Airlines Holdings, Inc.
Comapany 7,
September NameUnited
2022 Airlines Holdings, Inc.
September
Page 2 7, 2022 Page 2
FirstName LastName
Risk Factors, page 18
3. 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.
4. Disclose any material litigation risks related to climate change and
explain the potential
impact to the company.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
35
5. 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 climate-
related projects for each of the years covered by your Form 10-K and
any amounts
budgeted for future periods.
6. 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 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.
7. 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. 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.
8. 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.
9. 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.
Gerald Laderman
United Airlines Holdings, Inc.
September 7, 2022
Page 3
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.
You may contact Michael Purcell at 202-551-5351 or Karina Dorin at
202-551-3763 with
any questions.
Sincerely,
FirstName LastNameGerald Laderman
Division of
Corporation Finance
Comapany NameUnited Airlines Holdings, Inc.
Office of Energy &
Transportation
September 7, 2022 Page 3
cc: Anna Ha
FirstName LastName